BELLRING BRANDS, INC. — Director's Dealing 2022

Mar 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELLRING BRANDS, INC. (BRBR)
CIK: 0001772016
Period of Report: 2022-03-10

Reporting Person: ERICKSON THOMAS P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-10	Class A Common Stock	D	13740	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-10	BellRing Brands, Inc. Class A Common Stock Equivalents	$	D	7521.29	Disposed		Class A Common Stock (7521.29)	Direct

Footnotes

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 Class A Common Stock equivalents of Old BellRing (the "Stock Equivalents") that 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 Stock Equivalents were assumed by New BellRing in connection with the Transactions and replaced with an equal number of stock equivalents in New BellRing common stock having the same terms and conditions as the Stock Equivalents.