Jennifer Kuperman Johnson - 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 1, 2022
Next filing: Apr 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BRBR	Common Stock						12.6K	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	6.33K		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. to adjustment pursuant to the terms thereof.

Remarks:

See attached Exhibit 24 - Power of Attorney.