Elliot Stein Jr - Feb 1, 2023 Form 4 Insider Report for BELLRING BRANDS, INC. (BRBR)

Role: Director
Signature: /s/ Craig L. Rosenthal, Attorney-in-Fact
Stock symbol: BRBR
Transactions as of: Feb 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/3/2023, 04:15 PM
Previous filing: May 16, 2022
Next filing: Apr 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRBR	Common Stock	Award	$0	+3.8K	+19.4%	$0.00	23.4K	Feb 1, 2023	Direct	F1, F2
holding	BRBR	Common Stock						2.54K	Feb 1, 2023	By Trust

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of BellRing Brands, Inc. common stock granted under the BellRing Brands, Inc. 2019 Long-Term Incentive Plan. The restricted stock units vest in full on the first anniversary of the date of grant subject to the terms of the award agreement.
F2	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"), awards under the Old BellRing 2019 Long-Term Incentive Plan were adjusted to account for the Cash Consideration paid to holders of Old Bell Ring common stock in the Transactions. The amount of securities beneficially owned following the reported transaction includes 34 additional RSUs received in connection with such adjustment that we inadvertently omitted from Reporting Person's May 16, 2022 Form 4 filing, which RSUs are subject to the same vesting terms as the underlying awards.

Content

Each restricted stock unit represents a contingent right to receive one share of BellRing Brands, Inc. common stock granted under the BellRing Brands, Inc. 2019 Long-Term Incentive Plan. The restricted stock units vest in full on the first anniversary of the date of grant subject to the terms of the award agreement.

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"), awards under the Old BellRing 2019 Long-Term Incentive Plan were adjusted to account for the Cash Consideration paid to holders of Old Bell Ring common stock in the Transactions. The amount of securities beneficially owned following the reported transaction includes 34 additional RSUs received in connection with such adjustment that we inadvertently omitted from Reporting Person's May 16, 2022 Form 4 filing, which RSUs are subject to the same vesting terms as the underlying awards.