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Davenport Darcy Horn – ‘4’ for 11/11/22 re: BellRing Brands, Inc.

On:  Tuesday, 11/15/22, at 4:48pm ET   ·   For:  11/11/22   ·   As:  Director and Officer   ·   Accession #:  899243-22-35887   ·   File #:  1-39093

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/15/22  Davenport Darcy Horn              4          Dir.,Off.   1:7K   BellRing Brands, Inc.             Donnelley Fin’l S… 06/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      7K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DAVENPORT DARCY HORN

(Last)(First)(Middle)
C/O BELLRING BRANDS, INC.
2503 S. HANLEY ROAD

(Street)
ST. LOUISMO63144

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
BELLRING BRANDS, INC. [ BRBR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
XOfficer (give title below) Other (specify below)
PRES. AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/11/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 11/11/22F 7,618 (1)D$25.31122,449D
Common Stock 11/12/22F 7,341 (2)D$25.31125,305 (3)D
Common Stock 20,235IBy 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1)  Surrender of shares in payment of tax withholding due as a result of the vesting of 15,365 restricted stock units ("RSUs") in accordance with Rule 16b-3.
(2)  Surrender of shares in payment of tax withholding due as a result of the vesting of 14,805 RSUs in accordance with Rule 16b-3.
(3)  In connection with the transactions under the transaction agreement and plan of merger entered into on October 26, 2021, as amended on February 28, 2022, whereby BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) ("Old BellRing") merged with a subsidiary of Issuer and each outstanding share of Old BellRing Class A common stock was converted into one share of Issuer common stock and $2.97 in cash (the "Cash Consideration" and such transactions the "Transactions"), awards under the Old BellRing 2019 Long-Term Incentive Plan were adjusted to account for the Cash Consideration paid to holders of Old Bell Ring common stock in the Transactions. The amount of securities beneficially owned following the reported transaction includes 10,197 additional RSUs received in connection with such adjustment, which RSUs are subject to the same vesting terms as the underlying awards.
Remarks:
/s/ Craig L. Rosenthal, Attorney-in-Fact 11/15/22
** Signature of Reporting PersonDate
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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    F    Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

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