FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROSENTHAL CRAIG L
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/10/2022 

3. Issuer Name and Ticker or Trading Symbol

BELLRING BRANDS, INC. [BRBR]
(Last)        (First)        (Middle)

C/O BELLRING BRANDS, INC., 2503 S. HANLEY ROAD
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
SVP, GC & SECRETARY /
(Street)

ST. LOUIS, MO 63144      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 36850 (1)(2)D  
Common Stock 1725 (1)I By 2012 Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)  (3)11/12/2030 Common Stock 14113 (3)$20.05 (3)D  

Explanation of Responses:
(1) 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").
(2) 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.
(3) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ROSENTHAL CRAIG L
C/O BELLRING BRANDS, INC.
2503 S. HANLEY ROAD
ST. LOUIS, MO 63144


SVP, GC & SECRETARY

Signatures
/s/ Craig L. Rosenthal3/10/2022
**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 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.
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 control number.
BellRing Brands (NYSE:BRBR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more BellRing Brands Charts.
BellRing Brands (NYSE:BRBR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more BellRing Brands Charts.