FORM 4

                

                
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).

                
(Print or Type Responses)

            

            

                
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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

            

            

                

                    
                        

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  1. Name and Address of Reporting Person*

                    
SCHLOSBERG HILTON H

                		
                
                    
  1. Issuer Name and Ticker or Trading Symbol

                    
HANSEN NATURAL CORP ((HANS))

                		
                
                    
  1. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)

                    

                        

                            
X
Director		
                            
X
10% Owner		
                        

                        

                            
Officer (give
            title below)		
                            
Other (specify
             below)		
                        

                        

                            
                                

                            		
                        

                    

                		
            

            

                
                    

                        

                            (Last)
                            (First)
                            (Middle)
                        

                        

                            
                                
C/O HANSEN NATURAL CORP 1010 RAILROAD ST

                            		
                        

                    

                		
                
                    
  1. Date of Earliest
    Transcaction Required
    to be Reported
    (Month/Day/Year)

                    
2013-03-05

                		
                
                    
  1. If Amendment,
    Date Original
    Filed(Month/Day/Year)

                    

                		
            

            

                
                    

                        

                            (Street)
                        

                        

                            
                                
CORONA

                            		
                            
                                
CA

                            		
                            
                                
92882

                            		
                        

                    

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

                    
    
                        
  • X
    Form filed by One Reporting Person
    • 
                        
  • Form filed by More than One Reporting Person
    • 
                    

                		

            

            

                
                    

                        

                            (City)
                            (State)
                            (Zip)
                        

                        

                            
                                

                            		
                        

                    

                		
                
                    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
                
            

        

        

            

                
  1. Title of Security
    (Instr. 3)

                
  1. Trans-
    action
    Date
    (Month/
    Day/
    Year)

                
  1. Deemed
    Execution
    Date, if
    any
    (Month/
    Day/Year)

                
  1. Transaction
    Code
    (Instr. 8)

                
  1. Securities Acquired (A)
    or Disposed of (D)
    (Instr. 3, 4 and 5)

                
  1. Amount of
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction (s)
    (Instr. 3 and 4)

                
  1. Ownership
    Form:
    Direct
    (D) or
    Indirect
    (I)
    (Instr. 4)

                
  1. Nature of
    Indirect
    Beneficial
    Ownership
    (Instr. 4)

            

            

                Code
                
                V
                
                Amount
                
                (A) or (D)
                
                Price
                
            

                        

                Common Stock                
                2013-03-05                
                                
                4 S 0                
                                
                143877                
                D                
                49.21                
                1592403                
                D                
                                
            

                        

                Common Stock                
                2013-03-05                
                                
                4 S 0                
                                
                6123                
                D                
                49.88 2                
                1586280                
                D                
                                
            

                        

                Common Stock                
                2013-03-06                
                                
                4 S 0                
                                
                169748                
                D                
                48.70 3                
                1416532                
                D                
                                
            

                        

                Common Stock                
                2013-03-06                
                                
                4 S 0                
                                
                252                
                D                
                49.26 4                
                1416280                
                D                
                                
            

                        

                Common Stock                
                2013-03-07                
                                
                4 S 0                
                                
                139783                
                D                
                48.22 5                
                1276497                
                D                
                                
            

                        

                Common Stock                
                2013-03-07                
                                
                4 S 0                
                                
                100                
                D                
                49.13 6                
                1276397                
                D                
                                
            

                        

                Common Stock                
                2013-01-08                
                                
                5 G 0                
                                
                50512                
                D                
                0                
                149488                
                I                
                By RCS Direct 2011 GRAT                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                1931856                
                I                
                By Brandon Limited Partnership No. 1 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                9815648                
                I                
                By Brandon Limited Partnership No. 2 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                1415732                
                I                
                By HRS Holdings, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                6305140                
                I                
                By Hilrod Holdings, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                184924                
                I                
                By Hilrod Holdings IV, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                71428                
                I                
                By Hilrod Holdings V, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                257900                
                I                
                By Hilrod Holdings VI, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                40072                
                I                
                By Hilrod Holdings VII, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                189528                
                I                
                By Hilrod Holdings VIII, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                482196                
                I                
                By Hilrod Holdings IX, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                92332                
                I                
                By Hilrod Holdings X, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                186636                
                I                
                By Hilrod Holdings XI, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                170356                
                I                
                By Hilrod Holdings XII, L.P. 7                
            

                        

                Common Stock                
                                
                                
                                  
                                
                                
                                
                                
                30068                
                I                
                By RCS 2008 GRAT #2 7                
            

                    

        

            
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).

        

        

            
(Over)
SEC 1474 (01-05)

        

        

            
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FORM 4 (continued)

            
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g., puts, calls, warrants, options, convertible securities)

        

        

            

                
  1. Title of Derivative
                    Security
                    (Instr. 3)

                		
                
  1. Con-
                    version
                    or
                    Exercise
                    Price of
                    Deri-
                    vative
                    Security

                		
                
  1. Trans-
                    action
                    Date
                    (Month/
                    Day/
                    Year)

                		
                
  1. Deemed
                    Execution
                    Date, if
                    any
                    (Month/
                    Day/
                    Year)

                		
                
  1. Trans-
                    action
                    Code
                    (Instr. 8)

                		
                
  1. Number of Derivative
                    Securities Acquired
                    (A) or Disposed
                    of (D)
                    (Instr. 3, 4, and 5)

                		
                
  1. Date Exercisable
                    and
                    Expiration
                    Date
                    (Month/Day/Year)

                		
                
  1. Title and Amount of
                    Underlying Securities
                    (Instr. 3 and 4)

                		
                
  1. Price
                    of
                    Derivative
                    Security
                    (Instr.
                    5)

                		
                
  1. Number
                    of derivative
                    Securities
                    Benefi-
                    cially
                    Owned
                    following
                    Reported
                    Transaction
                    (s)(Instr.4)

                		
                
  1. Owner-
                    ship
                    Form of
                    Deri-
                    vative
                    Secu-
                    rity:
                    Direct
                    (D) or
                    Indirect
                    (I)
                    (Instr. 4)

                		
                
  1. 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)                
                3.294                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2015-03-23                
                Common Stock                
                2400000                
                                
                1904890                
                D                
                                
            

                        

                Employee Stock Option (right to buy)                
                8.435                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2015-11-11                
                Common Stock                
                1200000                
                                
                960000                
                D                
                                
            

                        

                Employee Stock Option (right to buy)                
                15.86                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2018-06-02                
                Common Stock                
                800000                
                                
                326304                
                D                
                                
            

                        

                Employee Stock Option (right to buy)                
                17.82                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                2019-12-01                
                Common Stock                
                500000                
                                
                300000                
                D                
                                
            

                        

                Restricted Stock Units                
                                
                                
                                
                                
                                
                                
                                
                0000-00-00                
                0000-00-00                
                Common Stock                
                261000                
                                
                174000                
                D                
                                
            

                    

        
Explanation of Responses:

        

            1. All sales of Common Stock reported in this Form 4 were transacted by the Reporting Person for tax pl
2. This transaction was executed in multiple trades at prices ranging from $48.76 to $49.76. The price 
3. This transaction was executed in multiple trades at prices ranging from $49.7625 to $50.01. The pric
4. This transaction was executed in multiple trades at prices ranging from $48.23 to $49.23. The price 
5. This transaction was executed in multiple trades at prices ranging from $49.24 to $49.27. The price 
6. This transaction was executed in multiple trades at prices ranging from $48.00 to $48.91. The price 
7. The reporting person is one of the general partners of each of Brandon Limited Partnership No. 1, Br
8. Reflects the transfer of shares as proceeds of in-kind annuity payments from such grantor retained a
9. The options are currently vested.
10. The options are currently vested with respect to 166,304 shares. The remaining options vest on June 
11. The options are currently vested with respect to 100,000 shares. The remaining options vest in two e
12. The restricted stock units were granted under the Monster Beverage Corporation 2011 Omnibus Incentiv
13. The remaining restricted stock units vest in two equal installments on September 1, 2013 and 2014.
14. Not applicable.
        

        

            
2013-03-07
Hilton H. Schlosberg
        

        

            

                
** 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.

                

                
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

            

            

                
Date

                
** Signature of Reporting Person

             

        

        
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