0000899243-22-010525.txt : 20220310 0000899243-22-010525.hdr.sgml : 20220310 20220310173555 ACCESSION NUMBER: 0000899243-22-010525 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220310 FILED AS OF DATE: 20220310 DATE AS OF CHANGE: 20220310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RODE PAUL A CENTRAL INDEX KEY: 0001790420 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39093 FILM NUMBER: 22730269 MAIL ADDRESS: STREET 1: 2503 S. HANLEY ROAD CITY: ST. LOUIS STATE: MO ZIP: 63144 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BELLRING BRANDS, INC. CENTRAL INDEX KEY: 0001772016 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 834096323 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 2503 S. HANLEY ROAD CITY: ST. LOUIS STATE: MO ZIP: 63144 BUSINESS PHONE: 314-644-6400 MAIL ADDRESS: STREET 1: 2503 S. HANLEY ROAD CITY: ST. LOUIS STATE: MO ZIP: 63144 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-03-10 0 0001772016 BELLRING BRANDS, INC. BRBR 0001790420 RODE PAUL A C/O BELLRING BRANDS, INC. 2503 S. HANLEY ROAD ST. LOUIS MO 63144 0 1 0 0 CFO Common Stock 46907 D Common Stock 11159 I By 401(k) Employee Stock Option (right to buy) 20.05 2030-11-12 Common Stock 34610 D 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"). 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. Reflects an approximate number of shares of NewBellRing received in connection with the Transactions in respect of shares of Post held by the Reporting Person through the Reporting Person's 401(k) account. Reflects an option to purchase common stock of New BellRing, which was received by the Reporting Person in the Transactions. The original option grant of Old BellRing provided for vesting in equal annual installments over three years commencing November 12, 2021 (the "Original Option") and 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 Original Option. Such award may be adjusted to account for the cash consideration payable to stockholders of Old BellRing in the Transactions. See attached Exhibit 24 - Power of Attorney. /s/ Craig L. Rosenthal, Attorney-in-Fact 2022-03-10 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                   Exhibit 24

                                POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint Craig L. Rosenthal, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (in the undersigned's individual
capacity), to execute and deliver such forms that the undersigned may be
required to file with the U.S. Securities and Exchange Commission as a result
of the undersigned's ownership of or transactions in securities of BellRing
Brands, Inc. (i) pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended, including without limitation, statements on Form 3, Form 4
and Form 5 (including any amendments thereto) and (ii) in connection with any
applications for EDGAR access codes, including without limitation the Form ID.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with regard to his
or her ownership of or transactions in securities of BellRing Brands, Inc.
unless earlier revoked in writing. The undersigned acknowledges that Craig L.
Rosenthal is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

                                   By: /s/ Paul A. Rode
                                       ----------------
                                   Name: Paul A. Rode

Date: March 10, 2022