Darcy Horn Davenport - Mar 10, 2022 Form 4 Insider Report for BELLRING BRANDS, INC. (BRBR)

Role: PRES. AND CEO, Director
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, 03:48 PM
Previous filing: Dec 2, 2021
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		-44.6K	-34.25%		85.5K	Mar 10, 2022	Direct	F1
transaction	BRBR	Class A Common Stock	Disposed to Issuer		-85.5K	-100%		0	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
transaction	BRBR	Employee Stock Option (right to buy)	Disposed to Issuer		-76K	-100%		0	Mar 10, 2022	Class A Common Stock	76K	$19.31	Direct	F3
transaction	BRBR	Employee Stock Option (right to buy)	Disposed to Issuer		-107K	-100%		0	Mar 10, 2022	Class A Common Stock	107K	$20.05	Direct	F4

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

Darcy Horn Davenport 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	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.
F3	Represents an option grant in the original amount of 96,000 shares which provided for vesting in equal annual installments over three years commencing November 20, 2020 (the "2019 Original Option"). The 2019 Original Option was assumed by New BellRing in connection with the Transactions and replaced with an option to purchase an equal number shares of New BellRing common stock, under the same terms and conditions as the 2019 Original Option.
F4	Represents an option grant which provided for vesting in equal annual installments over three years commencing November 12, 2021 (the "2020 Original Option"). The 2020 Original Option was assumed by New BellRing in connection with the Transactions and replaced with an option to purchase an equal number shares of New BellRing common stock, under the same terms and conditions as the 2020 Original Option.