5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
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.
2. Transaction Date
2A. Deemed Execution Date, if any
3. Transaction Code (Instr.
4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr.
7. Nature of Indirect Beneficial Ownership (Instr.
(A) or (D)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr.
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date
3A. Deemed Execution Date, if any
4. Transaction Code (Instr.
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.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
11. Nature of Indirect Beneficial Ownership (Instr.
Amount or Number of Shares
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of BellRing Brands, Inc. Common Stock. The restricted stock units were granted under the BellRing Brands, Inc. 2019 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3 and vest in equal annual increments over three years.
2. Surrender of shares in payment of tax withholding due as a result of the vesting of 2,320 restricted stock units ("RSUs") in accordance with Rule 16b-3.
3. Surrender of shares in payment of tax withholding due as a result of the vesting of 3,063 RSUs in accordance with Rule 16b-3.
4. In connection with the transactions under the transaction agreement and plan of merger entered into on October 26, 2021, as amended on February 28, 2022, whereby BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) ("Old BellRing") merged with a subsidiary of Issuer and each outstanding share of Old BellRing Class A common stock was converted into one share of Issuer common stock and $2.97 in cash (the "Cash Consideration" and such transactions the "Transactions"), awards under the Old BellRing 2019 Long-Term Incentive Plan were adjusted to account for the Cash Consideration paid to holders of Old Bell Ring common stock in the Transactions. The amount of securities beneficially owned following the reported transaction includes 1,807 additional RSUs received in connection with such adjustment, which RSUs are subject to the same vesting terms as the underlying awards.
/s/ Craig L. Rosenthal, Attorney-in-Fact
** Signature of Reporting Person
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,
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
Instruction 6 for procedure.
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 Number.