Hansen Natural Corp (Other) (4)
November 13 2007 - 11:33AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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
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1. Name and Address of Reporting Person
*
SCHLOSBERG HILTON H
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2. Issuer Name
and
Ticker or Trading Symbol
HANSEN NATURAL CORP
[
HANS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice Chairman and President
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(Last)
(First)
(Middle)
C/O HANSEN NATURAL CORP, 550 MONICA CIRCLE, SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/8/2007
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(Street)
CORONA, CA 92880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/8/2007
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M
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220000
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A
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$0.531
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420000
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D
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Common Stock
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11/8/2007
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G
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420000
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D
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(7)
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0
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D
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Common Stock
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4280000
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I
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By Hilrod Holdings, L.P.
(1)
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Common Stock
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800000
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I
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By HRS Holdings, L.P.
(1)
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Common Stock
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8013336
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I
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By Brandon Limited Partnership No. 2
(1)
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Common Stock
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1306920
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I
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By Brandon Limited Partnership No. 1
(1)
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Common Stock
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457552
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I
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By Hilrod Holdings II, L.P.
(1)
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Common Stock
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840000
(8)
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I
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By Hilrod Holdings III, L.P.
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$0.531
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11/8/2007
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M
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220000
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(2)
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2/2/2009
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Common Stock
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800000
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$0.531
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160000
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D
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Employee Stock Option (right to buy)
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$.446
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(3)
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7/12/2012
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Common Stock
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1200000
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448176
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D
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Employee Stock Option (right to buy)
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$.531
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(4)
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5/28/2013
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Common Stock
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1200000
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860324
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D
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Employee Stock Option (right to buy)
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$6.588
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(5)
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3/23/2015
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Common Stock
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1200000
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1100000
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D
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Employee Stock Option (right to buy)
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$16.87
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(6)
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11/11/2015
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Common Stock
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600000
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600000
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D
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Explanation of Responses:
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(
1)
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The reporting person is one of the general partners of each Brandon Limited Partnership No. 1 and Brandon Limited No. 2, HRS
Holdings, L.P., Hilrod Holdings, L.P., Hilrod Holdings II, L.P., and Hilrod Holdings, III, L.P.
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(
2)
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Immediately.
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(
3)
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The options are currently vested.
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(
4)
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The options are currently vested with respect to 620,324 shares. The remaining options vest on January 1, 2008.
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(
5)
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The options are currently vested with respect to 380,000 shares. The remaining options vest in three equal installments on
March 23, 2008, 2009 and 2010.
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(
6)
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The options are currently vested with respect to 240,000 shares. The remaining options vest in three equal installments on
November 1, 2008, 2009 and 2010.
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(
7)
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N/A.
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(
8)
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These shares were reported as directly owned by the reporting person and Rodney Sacks but were contributed to
Hilrod Holdings III, L.P. on November 8, 2007.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCHLOSBERG HILTON H
C/O HANSEN NATURAL CORP
550 MONICA CIRCLE, SUITE 201
CORONA, CA 92880
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X
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Vice Chairman and President
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Signatures
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Hilton H. Schlosberg
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11/12/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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