5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X
Director
10% Owner
X
Officer (give title below)
Other (specify below)
Executive Chairman
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
145,054(1)
A
(1)
145,054
D
Common Stock
04/05/2022
A(2)
100,000
A
$0.00
245,054
D
Common Stock
03/10/2022
A
224,698(1)
A
(1)
224,698
I
By 2000 Trust
Common Stock
03/10/2022
A
11,295(1)
A
(1)
11,295
I
By 2014 Trust
Common Stock
03/10/2022
A
132,483(1)
A
(1)
132,483
I
By 2020 Family Trust
Common Stock
03/10/2022
A
114,100(1)
A
(1)
114,100
I
By Spouse
Common Stock
03/10/2022
A
16,431(1)
A
(1)
16,431
I
By Spouse's Trust
Common Stock
03/10/2022
A
16,727(1)
A
(1)
16,727
I
By Daughter's Trust
Common Stock
03/10/2022
A
16,727(1)
A
(1)
16,727
I
By Son's Trust
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
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. 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 three equal increments on April 5, 2023, April 5, 2024 and February 1, 2025.
Remarks:
/s/ Craig L. Rosenthal, Attorney-in-Fact
04/06/2022
** 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.
