Filing Details
- Accession Number:
- 0001104659-16-128058
- Form Type:
- 13D Filing
- Publication Date:
- 2016-06-17 16:28:44
- Filed By:
- Brandon Limited Partnership No.1
- Company:
- Monster Beverage Corp (NASDAQ:MNST)
- Filing Date:
- 2016-06-17
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Brandon Limited Partnership No | 0 | 1,881,856 | 0 | 1,881,856 | 1,881,856 | 1.0% |
| Brandon Limited Partnership No | 0 | 9,795,648 | 0 | 9,795,648 | 9,795,648 | 5.0% |
| Rodney Cyril Sacks | 1,593,960 | 13,830,975 | 1,593,960 | 13,830,975 | 15,424,935 | 7.9% |
| Hilton Hiller Schlosberg | 1,920,452 | 13,830,975 | 1,920,452 | 13,830,975 | 15,751,427 | 8.1% |
| Hilrod Holdings IV | 0 | 34,924 | 0 | 34,924 | 34,924 | 0.0% |
| Hilrod Holdings V | 0 | 71,428 | 0 | 71,428 | 71,428 | 0.0% |
| Hilrod Holdings VI | 0 | 107,900 | 0 | 107,900 | 107,900 | 0.1% |
| Hilrod Holdings VII | 0 | 40,072 | 0 | 40,072 | 40,072 | 0.0% |
| Hilrod Holdings VIII | 0 | 189,528 | 0 | 189,528 | 189,528 | 0.1% |
| Hilrod Holdings IX | 0 | 151,148 | 0 | 151,148 | 151,148 | 0.1% |
| Hilrod Holdings X | 0 | 83,306 | 0 | 83,306 | 83,306 | 0.0% |
| Hilrod Holdings XI | 0 | 168,414 | 0 | 168,414 | 168,414 | 0.1% |
| Hilrod Holdings XII | 0 | 133,004 | 0 | 133,004 | 133,004 | 0.1% |
| Hilrod Holdings XIII | 0 | 489,892 | 0 | 489,892 | 489,892 | 0.3% |
| Hilrod Holdings XIV | 0 | 680,911 | 0 | 680,911 | 680,911 | 0.4% |
| Hilrod Holdings XV | 0 | 2,944 | 0 | 2,944 | 2,944 | 0.0% |
| Rodney C. Sacks | 30,068 | 0 | 30,068 | 0 | 30,068 | 0.0% |
| Rodney C. Sacks | 77,121 | 0 | 77,121 | 0 | 77,121 | 0.0% |
| RCS Direct | 35,162 | 0 | 35,162 | 0 | 35,162 | 0.0% |
| RCS Direct | 1,612 | 0 | 1,612 | 0 | 1,612 | 0.0% |
| RCS Direct | 26,866 | 0 | 26,866 | 0 | 26,866 | 0.0% |
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
Monster Beverage Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
61174X109
(CUSIP Number)
Rodney C. Sacks
1 Monster Way
Corona, California 92879
(951) 739-6200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 61174X109 | 13D/A |
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| CUSIP No. 61174X109 | 13D/A |
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| CUSIP No. 61174X109 | 13D/A |
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| CUSIP No. 61174X109 | 13D/A |
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| CUSIP No. 61174X109 | 13D/A |
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| CUSIP No. 61174X109 | 13D/A |
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| (3) | SEC Use Only | ||||
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| (4) | Source of Funds (See Instructions) | ||||
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| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
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| (13) | Percent of Class Represented by Amount in Row (11) | ||||
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| (14) | Type of Reporting Person (See Instructions) | ||||
| CUSIP No. 61174X109 | 13D/A |
|
Introduction
This Amendment No. 25 (Amendment No. 25) amends the statement on Schedule 13D dated November 21, 1990 (the Original Statement), as amended by Amendment No. 1 dated March 29, 1991 (Amendment No. 1), Amendment No. 2 dated June 11, 1993 (Amendment No. 2), Amendment No. 3 dated August 29, 1994 (Amendment No. 3), Amendment No. 4 dated November 22, 2004 (Amendment No. 4), Amendment No. 5 dated December 1, 2004 (Amendment No. 5), Amendment No. 6 dated December 29, 2005 (Amendment No. 6), Amendment No. 7 dated January 13, 2006 (Amendment No. 7), Amendment No. 8 dated February 2, 2006 (Amendment No. 8), Amendment No. 9 dated February 23, 2010 (Amendment No. 9), Amendment No. 10 dated November 23, 2010 (Amendment No. 10), Amendment No. 11 dated December 16, 2011 (Amendment No. 11), Amendment No. 12 dated April 24, 2012 (Amendment No. 12), Amendment No. 13 dated May 21, 2012 (Amendment No. 13), Amendment No. 14 dated December 17, 2012 (Amendment No. 14), Amendment No. 15 dated March 18, 2013 (Amendment No. 15), Amendment No. 16 dated July 29, 2013 (Amendment No. 16), Amendment No. 17 dated September 16, 2013 (Amendment No. 17), Amendment No. 18 dated December 17, 2013 (Amendment No. 18), Amendment No. 19 dated August 18, 2014 (Amendment No. 19), Amendment No. 20 dated September 16, 2014 (Amendment No. 20), Amendment No. 21 dated December 16, 2014 (Amendment No. 21), Amendment No. 22 dated March 17, 2015 (Amendment No. 22), Amendment No. 23 dated June 16, 2015 (Amendment No. 23) and Amendment No. 24 dated May 10, 2016 (Amendment No. 24) (the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24 and Amendment No. 25 are sometimes referred to herein collectively as this statement on Schedule 13D), relating to the common stock, par value $0.005 per share (Common Stock), of Monster Beverage Corporation, a corporation organized under the laws of the state of Delaware (the Company). This Amendment No. 25 reflects transactions and developments through June 15, 2016, relating to such persons respective holdings of the Company. The Reporting Persons may be deemed to constitute a group and, accordingly, jointly file this Amendment No. 25.
Any capitalized terms used in this Amendment No. 25 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23 and Amendment No. 24.
This Amendment No. 25 is being filed to amend Item 4 as set forth below to reflect the Companys acceptance of shares of Common Stock that were tendered by the Reporting Persons in the Dutch auction tender offer (the Offer) commenced by the Company on May 10, 2016 and, accordingly, to update the number of shares of Common Stock beneficially held by the Reporting Persons as described herein.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following:
The Company filed Amendment No. 2 to its Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on June 14, 2016 announcing the final results of the Offer. On June 15, 2016, the Company accepted for purchase, at a price of $156.00 per share, 12,820,512 shares of Common Stock that were validly tendered and not withdrawn in the Offer. Because the Offer was oversubscribed, the number of shares accepted for purchase by the Company from each tendering stockholder was prorated, at a proration factor of approximately 98.7%. The shares of Common Stock accepted for purchase by the Company included (i) 877,005 shares of Common Stock tendered by Mr. Sacks; (ii) 440,495 shares of Common Stock tendered by Mr. Schlosberg; (iii) 146,188 shares of Common Stock tendered by Hilrod Holdings XIII; (iv) 1,142,411 shares of Common Stock tendered by Hilrod Holdings XIV; (v) 230,684 shares of Common Stock tendered by Hilrod Holdings XV; and (vi) 41,572 shares of Common Stock tendered by RCS Direct 2011.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by deleting Item 5 in its entirety and inserting in lieu thereof the following:
(a)-(b) See rows (7) through (10) of the cover pages to this Amendment No. 25 for the number of shares of Common Stock as to which each Reporting Person has sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. See rows (11) and (13) of the cover pages to this Amendment No. 25 for the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. Percentages calculated in this Amendment No. 25 with respect to Brandon No. 1, Brandon No. 2, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, Hilrod XIII, Hilrod XIV, Hilrod XV, RCS 2008, RCS 2009, RCS Direct, RCS Direct #2 and RCS Direct 2011 are based upon 194,466,606 shares of Common Stock outstanding as of June 15, 2016 (the Aggregate Outstanding Shares), calculated as the 207,287,118 shares outstanding as of June 13, 2016 (as provided by the Company to the Reporting Persons), less the 12,820,512 shares accepted for purchase pursuant to the Offer (as disclosed in Amendment No. 2 to the Tender Offer Statement on Schedule TO). Percentages calculated in this Amendment No. 25 with respect to each of Mr. Sacks and Mr. Schlosberg are based upon 195,024,623 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 558,017 shares of Common Stock that could be acquired within 60 days of June 15, 2016 by each of Mr. Sacks and Mr. Schlosberg upon the exercise of options to purchase Common Stock held by him or Hilrod XV.
As of June 15, 2016, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 17,345,387 shares, or 8.9% of the outstanding Common Stock. Percentages calculated in this Amendment No. 25 with respect to the Reporting Persons as a group are based upon 195,582,640 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 1,116,034 aggregate shares of Common Stock that could be acquired within 60 days of June 15, 2016 by the Reporting Persons upon the exercise of options to purchase Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of the Common Stock held by the other Reporting Persons, except for (a) with respect to Mr. Sacks: (i) 922,048 shares of Common Stock beneficially held by him; (ii) 558,017 shares presently exercisable or exercisable within 60 days under the stock option agreements; (iii) 349 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IVs general partners; (iv) 714 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod Vs general partners; (v) 1,079 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VIs general partners; (vi) 401 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VIIs general partners; (vii) 1,895 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIIIs general partners; (viii) 1,511 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IXs general partners; (ix) 833 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod Xs general partners; (x) 1,684 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XIs general partners; (xi) 1,330 shares beneficially held by Hilrod XII because Mr. Sacks is one of Hilrod XIIs general partners; (xii) 4,899 shares beneficially held by Hilrod XIII because Mr. Sacks is one of Hilrod XIIIs general partners; (xiii) 6,809 shares beneficially held by Hilrod XIV because Mr. Sacks is one of Hilrod XIVs general partners and (xiv) 29 shares beneficially held by Hilrod XV because Mr. Sacks is one of Hilrod XVs general partners; and (b) with respect to Mr. Schlosberg: (i) 1,305,501 shares of Common Stock beneficially held by him; (ii) 558,017 shares presently exercisable or exercisable within 60 days under the stock option agreements; (iii) 349 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IVs general partners; (iv) 714 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod Vs general partners; (v) 1,079 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VIs general partners; (vi) 401 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VIIs general partners; (vii) 1,895 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIIIs general partners; (viii) 1,511 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IXs general partners; (ix) 833 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod Xs general partners; (x) 1,684 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XIs general partners; (xi) 1,330 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XIIs general partners; (xii) 4,899 shares beneficially held by Hilrod XIII because Mr. Schlosberg is one of Hilrod XIIIs general partners; (xiii) 6,809 shares beneficially held by Hilrod XIV because Mr. Schlosberg is one of Hilrod XIVs general partners; and (xiv) 29 shares beneficially held by Hilrod XV because Mr. Schlosberg is one of Hilrod XVs general partners.
(c) All transactions effected by the Reporting Persons in the Companys securities since the filing of Amendment No. 24 are set forth in Schedule A hereto.
(d) No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
(e) Not applicable.
| CUSIP No. 61174X109 | 13D/A |
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
June 17, 2016
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| BRANDON LIMITED PARTNERSHIP NO. 1 | ||
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| By: | /s/ Rodney C. Sacks | |
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| Name: | Rodney C. Sacks |
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| Title: | General Partner |
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| BRANDON LIMITED PARTNERSHIP NO. 2 | ||
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| By: | /s/ Rodney C. Sacks | |
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| Name: | Rodney C. Sacks |
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| Title: | General Partner |
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| Hilrod Holdings IV, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings V, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings VI, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings VII, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings VIII, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings IX, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings X, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings XI, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings XII, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings XIII, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings XIV, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| Hilrod Holdings XV, L.P. | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | General Partner |
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| The Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2 | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | Co-Trustee |
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| The Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2 | ||
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| By: | /s/ Rodney C. Sacks | |
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| Name: | Rodney C. Sacks |
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| Title: | Trustee |
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| The RCS Direct 2010 Grantor Retained Annuity Trust | ||
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| By: | /s/ Rodney C. Sacks | |
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| Name: | Rodney C. Sacks |
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| Title: | Trustee |
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| The RCS Direct 2010 Grantor Retained Annuity Trust #2 | ||
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| By: | /s/ Rodney C. Sacks | |
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| Name: | Rodney C. Sacks |
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| Title: | Trustee |
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| The RCS Direct 2011 Grantor Retained Annuity Trust | ||
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| By: | /s/ Hilton H. Schlosberg | |
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| Name: | Hilton H. Schlosberg |
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| Title: | Trustee |
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| /s/ Rodney C. Sacks | ||
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| RODNEY C. SACKS | ||
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| /s/ Hilton H. Schlosberg | ||
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| HILTON H. SCHLOSBERG | ||
SCHEDULE A
The following are the transactions in the Companys securities since the filing of Amendment No. 24:
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| Date of Transaction | No. of Securities | Average Price Per | Range of Prices Per |
| Mr. Sacks | 05/09/2016 | 30,955 | N/A(1) | N/A |
| Mr. Sacks | 06/15/2016 | 877,005(2) | $156.00 | N/A |
| Mr. Schlosberg | 06/15/2016 | 440,495(2) | $156.00 | N/A |
| Hilrod XIII | 06/15/2016 | 146,188(2) | $156.00 | N/A |
| Hilrod XIV | 06/15/2016 | 1,142,411(2) | $156.00 | N/A |
| Hilrod XV | 06/15/2016 | 230,684(2) | $156.00 | N/A |
| RCS Direct 2011 | 06/15/2016 | 41,572(2) | $156.00 | N/A |
(1) Represents shares of Common Stock transferred to Mr. Sacks as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust with an independent trustee.
(2) Represents shares of Common Stock tendered and accepted for purchase by the Company in the Offer.