SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nelson Jonathan P

(Last)

(First)

(Middle)

C/O BEYOND MEAT, INC.

119 STANDARD STREET

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2022

3. Issuer Name and Ticker or Trading Symbol
BEYOND MEAT, INC. [ BYND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEE REMARKS

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,909⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁵⁾	08/08/2031	Common Stock	4,847	$130.32	D
Stock Option (right to buy)	⁽⁶⁾	12/09/2031	Common Stock	7,751	$64.51	D
Stock Option (right to buy)	⁽⁷⁾	02/29/2032	Common Stock	6,327	$47.42	D

Explanation of Responses:

1. Includes 1,667 unvested restricted stock units ("RSUs") from a previous grant of 2,424 RSUs granted on August 9, 2021 under the 2018 Equity Incentive Plan (the "Plan"); 1/16th of the total number of shares subject to the RSU award vests each quarter until the award is fully vested on May 31, 2025, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

2. Includes 3,876 unvested RSUs from a previous grant of 3,876 RSUs granted on December 10, 2021 under the Plan; 1/4th of the total number of shares subject to the RSU award vests on December 1, 2022 and 1/16th of the total number of shares subject to the RSU award vests each quarter thereafter until the award is fully vested on December 1, 2025, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

3. Includes 592 unvested RSUs from a previous grant of 789 RSUs granted on December 13, 2021 under the Plan; 1/4th of the total number of shares subject to the RSU award vests every six months until the award is fully vested on December 13, 2023, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

4. Includes 3,164 unvested RSUs from a previous grant of 3,164 RSUs granted on March 1, 2022 under the Plan; 1/4th of the total number of shares subject to the RSU award vests on February 28, 2023 and 1/16th of the total number of shares subject to the RSU award vests each quarter thereafter until the award is fully vested on February 28, 2026, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

5. Stock option granted under the Plan on August 9, 2021; the option vested and became exercisable as to 25% of the total shares on May 31, 2022, and 1/48th of the total shares vests and becomes exercisable monthly thereafter, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

6. Stock option granted under the Plan on December 10, 2021; the option vests and becomes exercisable as to 25% of the total shares on December 1, 2022, and 1/48th of the total shares vests and becomes exercisable monthly thereafter, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

7. Stock option granted under the Plan on March 1, 2022; the option vests and becomes exercisable as to 25% of the total shares on February 28, 2023, and 1/48th of the total shares vests and becomes exercisable monthly thereafter, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer and continued service by the Reporting Person.

Remarks:

Senior Vice President, Manufacturing Operations. Mr. Nelson was previously an officer under Section 16 and resumed being a Section 16 officer as of the date indicated in this Form 3.

	/s/ Teri L. Witteman, Attorney-In-Fact for Jonathan P. Nelson	10/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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