| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BEYOND MEAT, INC. [ BYND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 11/01/2019 | J(1) | 1,940,680 | D | $0 | 0 | I(2) | By Beyond Meat, CA LLC | |||||||
| Common Stock | 11/01/2019 | J(3) | 141,212 | A | $0 | 141,212 | I(2)(3) | By Cleveland Avenue GP, LLC | |||||||
| Common Stock | 11/01/2019 | J(4) | 73,075 | A | $0 | 593,256 | I(2)(4) | By Cleveland Manor Investments II, LLC | |||||||
| Common Stock | 156,523 | I(2)(5) | By CA Food I Fund, LLC | ||||||||||||
| Common Stock | 15,000 | D | |||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. All the shares of the Issuer's common stock held by Beyond Meat CA LLC ("BM CA") were distributed on a pro rata basis to beneficial owners of the sole member of BM CA, including Cleveland Avenue GP, LLC ("CA GP") and Cleveland Manor Investments II LLC ("Cleveland Manor"). The Reporting Person is the sole manager of Cleveland Avenue, LLC ("CA LLC"), which is the sole manager of CA GP, which is the sole manager of Cleveland Avenue Food and Beverage Fund Holdings LLC, which is the sole member of BM CA. As indicated in footnotes 3 and 4 below, the shares received by CA GP and Cleveland Manor in the distribution were exempt from Section 16 of the Securities Exchange Act of 1934 and therefore such distribution is being voluntarily reported. |
| 2. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 3. Consists of 141,212 shares of the Issuer's common stock received from BM CA pursuant to a pro rata distribution exempt from Section 16 of the Securities Exchange Act of 1934. The Reporting Person is the sole manager of CA LLC which is the sole manager of CA GP and may be deemed to have sole voting and dispositive power over the shares held by CA GP. |
| 4. Consists of 73,075 shares of the Issuer's common stock received from BM CA pursuant to a pro rata distribution exempt from Section 16 of the Securities Exchange Act of 1934. The Reporting Person is the sole manager of Cleveland Manor Investments II LLC ("Cleveland Manor") and may be deemed to have sole voting and dispositive power over the shares held by Cleveland Manor. |
| 5. CA LLC is the sole manager of CA Food I Fund, LLC ("CA Food"). The Reporting Person is the sole manager of CA LLC and maybe deemed to have sole voting dispositive power over the shares held by CA Food. |
| Remarks: |
| Exhibit 24.1 Power of Attorney attached |
| /s/ Teri L. Witteman, as Attorney-In-Fact for Donald Thompson | 02/07/2020 | |
| ** 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 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. | ||