Sec Form 4 Filing - Post Holdings, Inc. @ BELLRING BRANDS, INC. - 2022-08-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Post Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol BELLRING BRANDS, INC. [ BRBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2503 S. HANLEY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2022 (Street) ST. LOUIS, MO63144 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/11/2022( 1 ) J( 2 ) 14,800,000 D 4,597,339 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Post Holdings, Inc. 2503 S. HANLEY ROAD ST. LOUIS, MO63144 X Signatures /s/ Diedre J. Gray, EVP, General Counsel and CAO 10/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Late filing inadvertently omitted at the time of the transaction. The information set forth in this Form 4 was filed by Post Holdings, Inc. ("Post") with the Securities and Exchange Commission in a Form 8-K on August 11, 2022. ( 2 )On August 8, 2022, Post entered into an Exchange Agreement (the "Exchange Agreement"), by and among Post and J.P. Morgan Securities LLC, Barclays Bank PLC, Citicorp North America, Inc., Goldman Sachs Lending Partners LLC and Morgan Stanley & Co. LLC (the "funding incremental term loan lenders"). Under the Exchange Agreement, on August 11, 2022, Post transferred 14,800,000 shares of the common stock of the Issuer to the funding incremental term loan lenders (or their respective designees) to repay and retire approximately $340 million in aggregate principal amount of Post's previously announced incremental term loan, excluding any accrued interest, which was paid with cash off of Post's balance sheet.

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).

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