Chonda J. Nwamu - Mar 10, 2022 Form 3 Insider Report for BELLRING BRANDS, INC. (BRBR)

Role
Director
Signature
/s/ Craig L. Rosenthal, Attorney-in-Fact
Stock symbol
BRBR
Transactions as of
Mar 10, 2022
Transactions value $
$0
Form type
3
Date filed
3/10/2022, 04:34 PM
Previous filing
Mar 2, 2022
Next filing
May 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BRBR Common Stock 7.62K Mar 10, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BRBR BellRing Brands, Inc. Common Stock Equivalents Mar 10, 2022 Common Stock 787 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities held upon completion of the transactions under the transaction agreement and plan of merger entered into on October 26, 2021, as amended on February 28, 2022, whereby Post Holdings, Inc. ("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 BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) ("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 unvested restricted stock units of New BellRing received in the Transactions in respect of unvested restricted stock units of Old BellRing previously held by the Reporting Person, which awards continue to be subject to the same terms and conditions of the Old BellRing awards. Such awards may be adjusted to account for the cash consideration payable to stockholders of Old BellRing in the Transactions.
F3 Reflects stock equivalents in New BellRing common stock ("Stock Equivalents") which were received by the Reporting Person in connection with the Transactions. The original grant of Class A Common Stock of Old BellRing equivalents (the "Old BellRing Stock Equivalents") were to be distributed (on a one-for-one basis) into shares of Class A Common Stock of Old BellRing upon Reporting Person's retirement from the Board of Directors. The Stock Equivalents have no fixed exercisable or expiration dates. The Old BellRing Stock Equivalents were assumed by New BellRing in connection with the Transactions and replaced with an equal number of Stock Equivalents having the same terms and conditions as the Old BellRing Stock Equivalents. Such award may be adjusted to account for the cash consideration payable to stockholders of Old BellRing in the Transactions.

Remarks:

See attached Exhibit 24 - Power of Attorney.