Chief Financial Officer Kelly Thomas J covered exercise/tax liability with 7,585 shares, sold $552,700 worth of shares (10,000 units at $55.27), converted options into 4,134 shares and was granted 10,800 shares, decreasing direct ownership by 4% to 72,273 units (SEC Form 4)
$MNST
Beverages (Production/Distribution)
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Monster Beverage Corp [ MNST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/14/2025 | M | 2,000 | A | (1) | 76,924 | D | |||
| Common Stock | 03/14/2025 | M | 1,134 | A | (1) | 78,058 | D | |||
| Common Stock | 03/14/2025 | M | 1,000 | A | (1) | 79,058 | D | |||
| Common Stock | 03/14/2025 | A(2) | 10,800 | A | $0 | 89,858 | D | |||
| Common Stock | 03/14/2025 | F | 7,585 | D | $55.09 | 82,273 | D | |||
| Common Stock | 03/14/2025 | S | 10,000 | D | $55.27(3) | 72,273 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $29.37 | (4) | 03/14/2028 | Common Stock | (5) | 5,782 | D | ||||||||
| Employee Stock Option (right to buy) | $44.47 | (4) | 03/12/2031 | Common Stock | (5) | 2,248 | D | ||||||||
| Employee Stock Option (right to buy) | $36.62 | (4) | 03/14/2032 | Common Stock | (5) | 6,668 | D | ||||||||
| Employee Stock Option (right to buy) | $50.82 | (6) | 03/14/2033 | Common Stock | (5) | 6,668 | D | ||||||||
| Employee Stock Option (right to buy) | $50.82 | (6) | 03/14/2033 | Common Stock | (5) | 6,668 | D | ||||||||
| Employee Stock Option (right to buy) | $60.3 | (7) | 03/14/2034 | Common Stock | (5) | 9,000 | D | ||||||||
| Employee Stock Option (right to buy) | $55.09 | 03/14/2025 | A | 14,000 | (8) | 03/14/2035 | Common Stock | 14,000 | $0 | 14,000 | D | ||||
| Restricted Stock Units | (9) | 03/14/2025 | M | 2,000 | (10) | (11) | Common Stock | 2,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (9) | 03/14/2025 | M | 1,134 | (12) | (11) | Common Stock | 1,134 | $0 | 1,134 | D | ||||
| Restricted Stock Units | (9) | 03/14/2025 | M | 1,000 | (13) | (11) | Common Stock | 1,000 | $0 | 2,000 | D | ||||
| Restricted Stock Units | (9) | 03/14/2025 | A | 4,500 | (14) | (11) | Common Stock | 4,500 | $0 | 4,500 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. Accordingly, these restricted stock units were settled in shares of common stock. |
| 2. Received upon the achievement of the vesting criteria applicable to performance share units granted under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), achievement of which was certified by the Compensation Committee of the Company's Board of Directors. Each performance share unit represents a contingent right to receive one share of the Company's common stock as of the applicable vesting date. |
| 3. This transaction was executed in multiple trades at prices ranging from $55.26 to $55.28. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 4. The options are fully vested. |
| 5. No transaction is being reported at this time. This line is only reporting holdings as of the date hereof. |
| 6. The options are currently vested with respect to 6,666 shares. The remaining options vest on March 14, 2026. |
| 7. The options are currently vested with respect to 3,000 shares. The remaining options vest in two equal installments on March 14, 2026 and March 14, 2027. |
| 8. The options vest in four equal installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029. |
| 9. The restricted stock units were granted under the Monster Beverage Corporation 2020 Omnibus Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock as of the vesting date. |
| 10. The restricted stock units are fully vested. |
| 11. Not applicable. |
| 12. The remaining restricted stock units vest on March 14, 2026. |
| 13. The remaining restricted stock units vest in two equal installments on March 14, 2026 and March 14, 2027. |
| 14. The restricted stock units vest in four equal installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029. |
| Paul J. Dechary, attorney-in-fact | 03/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||