2. Date Exercisable and Expiration Date
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
6. Nature of Indirect Beneficial Ownership (Instr.
Amount or Number of Shares
Employee Stock Option (right to buy)
Explanation of Responses:
1. Reflects securities held upon completion of the transactions under the transaction agreement and plan of merger entered into on October 26, 2021, as amended on February 28, 2022, whereby Post Holdings, Inc. ("Post") contributed its membership units of BellRing Brands, LLC into a newly-formed subsidiary, BellRing Distribution, LLC (which converted into a Delaware corporation prior to the distribution and was renamed "BellRing Brands, Inc.") ("New BellRing"), in exchange for New BellRing stock and New BellRing debt securities and distributed a portion of its New BellRing stock to Post shareholders in a pro-rata distribution, following which BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) ("Old BellRing") merged with a subsidiary of New BellRing and each outstanding share of Old BellRing Class A common stock was converted into one share of New BellRing common stock and $2.97 in cash (collectively, the "Transactions").
2. Includes unvested restricted stock units of New BellRing received in the Transactions in respect of unvested restricted stock units of Old BellRing previously held by the Reporting Person, which awards continue to be subject to the same terms and conditions of the Old BellRing awards. Such awards may be adjusted to account for the cash consideration payable to stockholders of Old BellRing in the Transactions.
3. Reflects an option to purchase common stock of New BellRing, which was received by the Reporting Person in the Transactions. The original option grant of Old BellRing provided for vesting in equal annual installments over three years commencing November 12, 2021 (the "Original Option") and was assumed by New BellRing in connection with the Transactions and replaced with an option to purchase an equal number shares of New BellRing common stock, under the same terms and conditions as the Original Option. Such award may be adjusted to account for the cash consideration payable to stockholders of Old BellRing in the Transactions.
/s/ Craig L. Rosenthal
** Signature of Reporting Person
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18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Instruction 6 for procedure.
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