Form 4 for BRBR BELLRING BRANDS, INC.
Accepted 2022-03-10 00:00:00 ET · period of report 2022-03-10 · accession 0000899243-22-010491 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-03-10 | 2022-03-10 | BRBR | ERICKSON THOMAS P | Dir | D - Sale to Iss | — | -13.7K | 0 | -100% | — |
| D | 2022-03-10 | 2022-03-10 | BRBR | ERICKSON THOMAS P | Dir | D - Sale to Iss | — | -7,521 | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-03-10 | D | D | 13,740 | — | 0 | D | — | — | (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. (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"). |
| 2 | Derivative | BellRing Brands, Inc. Class A Common Stock Equivalents | 2022-03-10 | D | D | 7,521.29 | — | 0 | D | — · — to — | 7,521.29 Class A Common Stock | (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. |