SEC Filings

Statement of changes in beneficial ownership of securities

Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Post Holdings, Inc.

(Last) (First) (Middle)

ST. LOUIS MO 63144

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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 B Common Stock 03/09/2022 J(1) 1 D (1) 0 D
Common Stock 03/09/2022 J(1) 97,474,180 A (1) 97,474,180 D
Common Stock 03/10/2022 J(2) 78,076,841 D (1) 19,397,339 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
LLC Units(3) (4) 03/09/2022 J(1) 97,474,180 (4) (4) Class A Common Stock 97,474,180 (1) 0 D
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. 03/11/2022
** 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.

Back to SEC Filings