Brandon Limited Partnership No.1 SC 13D/AMonster Beverage / Brandon Limited Partnership No.1 ownership change

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D  

Under the Securities Exchange Act of 1934
(Amendment No. 28)*

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)

December 2, 2022

(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 ¨.

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 person’s 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).

Introduction

This Amendment No. 28 (“Amendment No. 28”) 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”), Amendment No. 24 dated May 10, 2016 (“Amendment No. 24”), Amendment No. 25 dated June 15, 2016 (“Amendment No. 25”), Amendment No. 26 dated December 14, 2017 (“Amendment No. 26”) and Amendment No. 27 dated April 21, 2020 (“Amendment No. 27”) (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, Amendment No. 25, Amendment No. 26, Amendment No. 27 and Amendment No. 28 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. 28 reflects transactions and developments through December 2, 2022, 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. 28. A joint filing agreement by the Reporting Persons is filed as an exhibit hereto.

Any capitalized terms used in this Amendment No. 28 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, Amendment No. 24, Amendment No. 25, Amendment No. 26 and Amendment No. 27.

This Amendment No. 28 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of  a change in trustees of certain Reporting Persons (as further described in Item 4 below) and a change in outstanding shares of Common Stock of the Company.

Item 2.    Identity and Background

Item 2(a) is hereby amended by deleting Item 2(a) in its entirety and inserting in lieu thereof the following:

(a) The reporting persons are Brandon Limited Partnership No. 1, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 1”), Brandon Limited Partnership No. 2, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 2”), Rodney Cyril Sacks, a natural person in his individual capacity (“Mr. Sacks”), Hilton Hiller Schlosberg, a natural person in his individual capacity (“Mr. Schlosberg”), HRS Holdings, L.P., a limited partnership organized under the laws of the state of Delaware (“HRS Holdings”), Hilrod Holdings, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod”), Hilrod Holdings IV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod IV”), Hilrod Holdings V, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod V”), Hilrod Holdings VI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VI”), Hilrod Holdings VII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VII”), Hilrod Holdings VIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod VIII”), Hilrod Holdings IX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod IX”), Hilrod Holdings X, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod X”), Hilrod Holdings XI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XI”), Hilrod Holdings XII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XII”), Hilrod Holdings XIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XIII”), Hilrod Holdings XIV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XIV”), Hilrod Holdings XV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XV”), Hilrod Holdings XVI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XVI”), Hilrod Holdings XVII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XVII”), Hilrod Holdings XVIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XVIII”), Hilrod Holdings XIX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XIX”), Hilrod Holdings XX, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XX”), Hilrod Holdings XXI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXI”), Hilrod Holdings XXII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXII”), Hilrod Holdings XXIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXIII”), Hilrod Holdings XXIV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXIV”), Hilrod Holdings XXV, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXV”), Hilrod Holdings XXVI, L.P., a limited partnership organized under the laws of the state of Delaware (“Hilrod XXVI”), the Rodney C. Sacks 2008 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS 2008”), the Rodney C. Sacks 2009 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS 2009”), the RCS Direct 2010 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS Direct”), the RCS Direct 2010 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“RCS Direct #2”), the Rodney C. Sacks 2010 Grantor Retained Annuity Trust #3, a grantor retained annuity trust organized under the laws of California (“RCS 2010”), the RCS Direct 2011 Grantor Retained Annuity Trust, a grantor retained annuity trust organized under the laws of California (“RCS Direct 2011”), the HHS 2010 Grantor Retained Annuity Trust #3, a grantor retained annuity trust organized under the laws of California (“HHS 2010”) and HHS 2014 Grantor Retained Annuity Trust #2, a grantor retained annuity trust organized under the laws of California (“HHS 2014”).

The general partners of each of Brandon No. 1, Brandon No. 2, HRS Holdings, Hilrod, Hilrod IV, Hilrod V, Hilrod VI, Hilrod VII, Hilrod VIII, Hilrod IX, Hilrod X, Hilrod XI, Hilrod XII, Hilrod XIII, Hilrod XIV, Hilrod XV, Hilrod XVI, Hilrod XVII, Hilrod XVIII, Hilrod XIX, Hilrod XX and Hilrod XXI are Mr. Sacks and Mr. Schlosberg.

Item 2(b) is hereby amended and supplemented by adding the following:

The principal business address for each of Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV and Hilrod XXVI is 1 Monster Way, Corona, California 92879.

Item 2(c) is hereby amended and supplemented by adding the following:

The principal business of each of Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV and Hilrod XXVI is to invest in, acquire, hold, sell, dispose of and otherwise deal in shares of the Common Stock and other securities of the Company.

Item 2(d) is hereby amended by deleting Item 2(d) in its entirety and inserting in lieu thereof the following:

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) is hereby amended by deleting Item 2(e) in its entirety and inserting in lieu thereof the following:

During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.   Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

On December 1, 2022, Mr. Sacks resigned as a trustee of HHS 2010 GRAT #3 and HHS 2014 GRAT #2, and Mr. Schlosberg resigned as a trustee of RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT. Sterling Trustees LLC was appointed as the successor for each of Mr. Sacks and Mr. Schlosberg. Accordingly, Mr. Sacks and Mr. Schlosberg no longer have voting or dispositive power over, and therefore are not deemed to beneficially own, any of the shares held by the aforementioned trusts. The aforementioned shares held by the trusts are held for the benefit of certain family members of each of Mr. Sacks or Mr. Schlosberg, as applicable.

None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment, including, among other things, from time to time, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors. Such other plans and proposals may include, without limitation, the entry into additional stock trading plans intended to comply with Rule 10b5-1 promulgated under the Exchange Act.

Item 5.    Interest in Securities of the Issuer

Item 5 (a) through (c) is hereby amended by deleting Item 5 (a) through (c) 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. 28 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. 28 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. 28 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, Hilrod XVI, Hilrod XVII, Hilrod XVIII, Hilrod XIX, Hilrod XX, Hilrod XXI, Hilrod XXII, Hilrod XXIII, Hilrod XXIV, Hilrod XXV, Hilrod XXVI, RCS 2008, RCS 2009, RCS Direct, RCS Direct #2, RCS 2010, RCS Direct 2011, HHS 2010 and HHS 2014 are based upon 522,125,256 shares of Common Stock outstanding as of November 21, 2022 (the “Aggregate Outstanding Shares”).  Percentages calculated in this Amendment No. 28 with respect to each of Mr. Sacks and Mr. Schlosberg are based upon 524,980,489 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 2,855,233 shares of Common Stock that could be acquired within 60 days of December 2, 2022 by each of Mr. Sacks and Mr. Schlosberg upon the exercise of options to purchase Common Stock held by him.

As of December 2, 2022, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 48,935,256 shares, or 9.3% of the outstanding Common Stock.  Percentages calculated in this Amendment No. 28 with respect to the Reporting Persons as a group are based upon 527,835,722 shares of Common Stock, which is the sum of the Aggregate Outstanding Shares plus the 5,710,466 aggregate shares of Common Stock that could be acquired within 60 days of December 2, 2022 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) 664,171 shares of Common Stock beneficially held by him; (ii) 2,855,233 shares presently exercisable or exercisable within 60 days under the stock option agreements; (iii) 1,048 shares beneficially held by Hilrod IV because Mr. Sacks is one of Hilrod IV’s general partners; (iv) 2,143 shares beneficially held by Hilrod V because Mr. Sacks is one of Hilrod V’s general partners; (v) 3,237 shares beneficially held by Hilrod VI because Mr. Sacks is one of Hilrod VI’s general partners; (vi) 1,202 shares beneficially held by Hilrod VII because Mr. Sacks is one of Hilrod VII’s general partners; (vii) 5,686 shares beneficially held by Hilrod VIII because Mr. Sacks is one of Hilrod VIII’s general partners; (viii) 4,534 shares beneficially held by Hilrod IX because Mr. Sacks is one of Hilrod IX’s general partners; (ix) 2,499 shares beneficially held by Hilrod X because Mr. Sacks is one of Hilrod X’s general partners; (x) 5,052 shares beneficially held by Hilrod XI because Mr. Sacks is one of Hilrod XI’s general partners; (xi) 3,272 shares beneficially held by Hilrod XII because Mr. Sacks is one of Hilrod XII’s general partners; (xii) 14,410 shares beneficially held by Hilrod XIII because Mr. Sacks is one of Hilrod XIII’s general partners; (xiii) 1,868 shares beneficially held by Hilrod XIV because Mr. Sacks is one of Hilrod XIV’s general partners; (xiv) 42 shares beneficially held by Hilrod XV because Mr. Sacks is one of Hilrod XV’s general partners; (xv) 3,368 shares beneficially held by Hilrod XIX because Mr. Sacks is one of Hilrod XIX’s general partners; (xvi) 3,646 shares beneficially held by Hilrod XX because Mr. Sacks is one of Hilrod XX’s general partners; (xvii) 3,646 shares beneficially held by Hilrod XXI because Mr. Sacks is one of Hilrod XXI’s general partners; (xviii) 40,000 shares beneficially held by Hilrod XXII because Mr. Sacks is one of Hilrod XXII’s general partners and one of Hilrod XXII’s limited partners; (xix) 2,446 shares beneficially held by Hilrod XXIV because Mr. Sacks is one of Hilrod XXIV’s general partners; and (xx) 5,340 shares beneficially held by Hilrod XXV because Mr. Sacks is one of Hilrod XXV’s general partners; and (b) with respect to Mr. Schlosberg: (i) 684,235 shares of Common Stock beneficially held by him; (ii) 2,855,233 shares presently exercisable or exercisable within 60 days under the stock option agreements; (iii) 1,048 shares beneficially held by Hilrod IV because Mr. Schlosberg is one of Hilrod IV’s general partners; (iv) 2,143 shares beneficially held by Hilrod V because Mr. Schlosberg is one of Hilrod V’s general partners; (v) 3,237 shares beneficially held by Hilrod VI because Mr. Schlosberg is one of Hilrod VI’s general partners; (vi) 1,202 shares beneficially held by Hilrod VII because Mr. Schlosberg is one of Hilrod VII’s general partners; (vii) 5,686 shares beneficially held by Hilrod VIII because Mr. Schlosberg is one of Hilrod VIII’s general partners; (viii) 4,534 shares beneficially held by Hilrod IX because Mr. Schlosberg is one of Hilrod IX’s general partners; (ix) 2,499 shares beneficially held by Hilrod X because Mr. Schlosberg is one of Hilrod X’s general partners; (x) 5,052 shares beneficially held by Hilrod XI because Mr. Schlosberg is one of Hilrod XI’s general partners; (xi) 3,272 shares beneficially held by Hilrod XII because Mr. Schlosberg is one of Hilrod XII’s general partners; (xii) 14,410 shares beneficially held by Hilrod XIII because Mr. Schlosberg is one of Hilrod XIII’s general partners; (xiii) 1,868 shares beneficially held by Hilrod XIV because Mr. Schlosberg is one of Hilrod XIV’s general partners; (xiv) 42 shares beneficially held by Hilrod XV because Mr. Schlosberg is one of Hilrod XV’s general partners; (xv) 3,368 shares beneficially held by Hilrod XIX because Mr. Schlosberg is one of Hilrod XIX’s general partners; (xvi) 3,646 shares beneficially held by Hilrod XX because Mr. Schlosberg is one of Hilrod XX’s general partners; (xvii) 3,646 shares beneficially held by Hilrod XXI because Mr. Schlosberg is one of Hilrod XXI’s general partners; (xviii) 40,000 shares beneficially held by Hilrod XXII because Mr. Schlosberg is one of Hilrod XXII’s general partners and one of Hilrod XXII’s limited partners; (xix) 2,446 shares beneficially held by Hilrod XXIV because Mr. Schlosberg is one of Hilrod XXIV’s general partners; and (xx) 5,340 shares beneficially held by Hilrod XXV because Mr. Schlosberg is one of Hilrod XXV’s general partners.

(c)          All transactions effected by the Reporting Persons in the Company’s securities during the past 60 days are set forth in Schedule A hereto.

Item 7.   Material to be Filed as Exhibits.

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.

December 2, 2022

EXHIBIT INDEX

SCHEDULE A

The following are the transactions in the Company’s securities within the past 60 days:

(1) Reflects the distribution of shares as the proceeds of an in-kind annuity payment from an existing grantor retained annuity trust and the transfer of shares directly to each of Mr. Sacks and Mr. Schlosberg as general partners of Hilrod Holdings XXV, L.P. The shares received from the in-kind annuity payment and direct transfer are directly beneficially owned by each of Mr. Sacks and Mr. Schlosberg.

(2) As a result of the distribution of shares, which were previously reported as indirectly beneficially owned by each of Mr. Sacks and Mr. Schlosberg, as the proceeds of an in-kind annuity payment from Hilrod Holdings XXV, L.P. to each of Mr. Sacks and Mr. Schlosberg, the total amount of shares directly owned by each of Mr. Sacks and Mr. Schlosberg has increased.

(3) Represents a gift of the Company’s common stock.

(4) On December 1, 2022, the voting and dispositive power of each of Mr. Sacks and Mr. Schlosberg terminated and was transferred to Sterling Trustees LLC. Such shares are not deemed beneficially owned by either Mr. Sacks or Mr. Schlosberg.

(5) On December 1, 2022, Mr. Sacks resigned as a trustee of HHS 2010 GRAT #3 and HHS 2014 GRAT #2, and Sterling Trustees LLC was appointed as his successor. Accordingly, the reporting person no longer has voting or dispositive power over, and therefore is not deemed to beneficially own, any of the shares held by HHS 2010 GRAT #3 or HHS 2014 GRAT #2. The shares held by HHS GRAT #3 and HHS 2014 GRAT #2 are held for the benefit of certain family members of Mr. Schlosberg.

(6) On December 1, 2022, Mr. Schlosberg resigned as a trustee of RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT, and Sterling Trustees LLC was appointed as his successor. Accordingly, Mr. Schlosberg no longer has voting or dispositive power over, and therefore is not deemed to beneficially own, any of the shares held by RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT. The shares held by RCS Direct 2010 GRAT, RCS Direct 2010 GRAT #2, RCS 2010 GRAT #3, and RCS Direct 2011 GRAT are held for the benefit of certain family members of Mr. Sacks.