Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EPSTEIN NORMAN
2. Issuer Name and Ticker or Trading Symbol

Monster Beverage Corp [ MNST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

550 MONICA CIRCLE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YYYY)

6/7/2012
(Street)

CORONA, CA 92880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/8/2012     M    1322   A   (1) 1322   D    
Common Stock                  8000   (2) I   By Shoreland Investments Limited   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units     (1) 6/8/2012     M         1322    6/7/2012     (4) Common Stock   1322   (5)   (1) 0   (5) D    
Restricted Stock Units     (6) 6/7/2012     A      1343         (7)   (4) Common Stock   1343   $0   1343   D    
Stock Option (right to buy)   $34.06   (8)                    (9) 5/18/2021   Common Stock   2590   (8)   2590   (8) D    

Explanation of Responses:
( 1)  Each restricted stock unit represents either (i) a contingent right to receive one share of the Company's common stock or (ii) a cash amount equal to the number of shares received as of the vesting date. The reporting person settled these restricted stock units in shares of common stock.
( 2)  On February 15, 2012, the common stock of Monster Beverage Corporation split 2-for-1, resulting in the reporting person's ownership of 4,000 additional shares of common stock.
( 3)  The reporting person is a director of Shoreland Investments Limited and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 4)  N/A.
( 5)  These restricted stock units were previously reported as covering 661 shares of common stock, but were adjusted to reflect the stock split that occurred on February 15, 2012.
( 6)  Each restricted stock unit represents either (i) a contingent right to receive one share of the Company's common stock or (ii) a cash amount equal to the number of shares received as of the vesting date.
( 7)  The restricted stock units vest with respect to 100% of such restricted stock units on the last business day prior to the Company's 2013 annual shareholder meeting, provided that the reporting person continues as a director of the Company through such date.
( 8)  This stock option was previously reported as covering 1,295 shares of common stock at an exercise price of $68.11 per share, but was adjusted to reflect the stock split that occurred on February 15, 2012.
( 9)  The options are currently vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EPSTEIN NORMAN
550 MONICA CIRCLE, SUITE 201
CORONA, CA 92880
X



Signatures
Norman Epstein 6/8/2012
** 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).
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