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)
Class B Common Stock
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
Class A Common Stock
Explanation of Responses:
1. The common stock was acquired pursuant to that certain Contribution Agreement, by and between Post Holdings, Inc. ("Post") and BellRing Distribution, LLC (following its conversion to a Delaware corporation, BellRing Brands, Inc.) ("BellRing"), dated March 9, 2022, whereby, among other things, Post contributed its LLC Units (as such term is defined below), its share of Class B common stock and $550.4 million to BellRing in exchange for $840,000,000 aggregate principal amount of BellRing's 7.00% senior notes and 97,474,180 shares of BellRing common stock.
2. Disposition as a result of a pro rata distribution to Post's shareholders of 1.267788 shares of common stock for each share of Post common stock.
3. Represents non-voting membership units of BellRing Brands, LLC ("LLC Units").
4. Subject to the terms of the BellRing Brands, LLC Amended and Restated Limited Liability Company Agreement, dated October 21, 2019, Post had the option to, at any time, redeem LLC Units for, at BellRing Brands, LLC's option, (i) shares of BellRing Brands, Inc. Class A common stock or (ii) cash (based on the market price of the shares of BellRing Brands, Inc. Class A common stock). The redemption of LLC Units for shares of Class A common stock were to be at an initial redemption rate of one share of Class A common stock for one LLC Unit.
/s/ Diedre J. Gray, EVP, General Counsel and CAO on behalf of Post Holdings, Inc.
** 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.