Post Holdings, Inc. - 09 Mar 2022 Form 4 Insider Report for BELLRING BRANDS, INC. (BRBR)

Role: 10%+ Owner
Signature: /s/ Diedre J. Gray, EVP, General Counsel and CAO on behalf of Post Holdings, Inc.
Issuer symbol: BRBR
Transactions as of: 09 Mar 2022
Net transactions value: $0
Form type: 4
Filing time: 11 Mar 2022, 15:11:37 UTC
Next filing: 28 Oct 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRBR	Class B Common Stock	Other		-1	-100%		0	09 Mar 2022	Direct	F1
transaction	BRBR	Common Stock	Other		+97,474,180			97,474,180	09 Mar 2022	Direct	F1
transaction	BRBR	Common Stock	Other		-78,076,841	-80%		19,397,339	10 Mar 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
transaction	BRBR	LLC Units	Other		-97,474,180	-100%		0	09 Mar 2022	Class A Common Stock	97,474,180		Direct	F1, F3, F4

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	Represents non-voting membership units of BellRing Brands, LLC ("LLC Units").
F4	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.