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
Common Stock
03/10/2022
A
12,619(1)(2)
A
(1)(2)
12,619(3)
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. Common Stock Equivalents
(4)
03/10/2022
A
6,332.713
(5)
(5)
Common Stock
6,332.713
(1)
6,332.713(3)
D
BellRing Brands, Inc. Common Stock Equivalents
(4)
04/01/2022
A
938.764
(5)
(5)
Common Stock
938.764
$23.08
7,271.477
D
Explanation of Responses:
1. Reflects securities acquired 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"). Such securities were originally included on the Form 3 filed by the Reporting Person on March 10, 2022.
2. Includes unvested restricted stock units ("RSUs"), which awards continue to be subject to the same terms and conditions of the Old BellRing awards. In connection with the Transactions, unvested RSUs of Old BellRing were assumed by Issuer and continue to be subject to the same terms and conditions of the Old BellRing awards.
3. Such equity awards may be adjusted to account for the Cash Consideration paid to holders of Old Bell Ring common stock in the Transactions.
4. Reporting Person's retainer earned as a Director of Issuer is deferred into Issuer Common Stock equivalents under the Issuer's Deferred Compensation Plan for Directors. Reporting Person is credited with stock equivalents on a quarterly basis as soon as administratively practical following the quarter in which such retainer is earned. The value of these stock equivalents is distributed (on a one-for-one basis) in the form of Issuer Common Stock upon Reporting Person's retirement from the Board of Directors.
5. The stock equivalents have no fixed exercisable or expiration dates.
Remarks:
/s/ Craig L. Rosenthal, Attorney-in-Fact
04/05/2022
** 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.
