Marc S. Mollere - Mar 10, 2022 Form 4 Insider Report for BELLRING BRANDS, INC. (BRBR)

Role: SVP, INTERNATIONAL
Signature: /s/ Craig L. Rosenthal, Attorney-in-Fact
Stock symbol: BRBR
Transactions as of: Mar 10, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/10/2022, 03:58 PM
Previous filing: Feb 3, 2022
Next filing: Nov 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRBR	Class A Common Stock	Disposed to Issuer		-7.28K	-32.44%		15.2K	Mar 10, 2022	Direct	F1
transaction	BRBR	Class A Common Stock	Disposed to Issuer		-15.2K	-100%		0	Mar 10, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marc S. Mollere is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	Includes (i) an original grant of 10,323 restricted stock units of which 3,441 are unvested and shall vest on November 20, 2022, (ii) an original grant of 8,229 restricted stock units of which 2,743 are unvested and shall vest on November 12, 2022 and 2,743 are unvested and shall vest on November 12, 2023 and (iii) an original grant of 6,235 restricted stock units which are unvested and shall vest in three equal annual installments commencing November 11, 2022. 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.

Content

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").

Includes (i) an original grant of 10,323 restricted stock units of which 3,441 are unvested and shall vest on November 20, 2022, (ii) an original grant of 8,229 restricted stock units of which 2,743 are unvested and shall vest on November 12, 2022 and 2,743 are unvested and shall vest on November 12, 2023 and (iii) an original grant of 6,235 restricted stock units which are unvested and shall vest in three equal annual installments commencing November 11, 2022. 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.