5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X
Director
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2022
4. If Amendment, Date of Original Filed
(Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X
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.
3)
2. Transaction Date
(Month/Day/Year)
2A. Deemed Execution Date, if any
(Month/Day/Year)
3. Transaction Code (Instr.
8)
4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
7. Nature of Indirect Beneficial Ownership (Instr.
4)
Code
V
Amount
(A) or (D)
Price
Class A Common Stock
03/10/2022
D
7,615(2)
D
(1)(2)
0
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.
3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date
(Month/Day/Year)
3A. Deemed Execution Date, if any
(Month/Day/Year)
4. Transaction Code (Instr.
8)
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
8. Price of Derivative Security (Instr.
5)
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
11. Nature of Indirect Beneficial Ownership (Instr.
4)
Code
V
(A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
BellRing Brands, Inc. Class A Common Stock Equivalents
(3)
03/10/2022
D
787.063
(3)
(3)
Class A Common Stock
787.063
(3)
0
D
Explanation of Responses:
1. On March 10, 2022, Post Holdings, Inc. ("Post") and BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) ("Old BellRing") completed the transactions under the transaction agreement and plan of merger entered into on October 26, 2021, as amended on February 28, 2022, whereby 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 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. In connection with the Transactions, unvested restricted stock units of Old BellRing were assumed by New BellRing and continue to be subject to the same terms and conditions of the Old BellRing awards.
3. Represents Class A Common Stock equivalents of Old BellRing (the "Stock Equivalents") that were to be distributed (on a one-for-one basis) into shares of Class A Common Stock of Old BellRing upon Reporting Person's retirement from the Board of Directors. The Stock Equivalents have no fixed exercisable or expiration dates. The Stock Equivalents were assumed by New BellRing in connection with the Transactions and replaced with an equal number of stock equivalents in New BellRing common stock having the same terms and conditions as the Stock Equivalents.
Remarks:
/s/ Craig L. Rosenthal, Attorney-in-Fact
03/10/2022
** Signature of Reporting Person
Date
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).
** 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.
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.
