SEC Filing | Beyond Meat, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brown Ethan

(Last)

(First)

(Middle)

C/O BEYOND MEAT, INC.

119 STANDARD STREET

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2019

3. Issuer Name and Ticker or Trading Symbol
BEYOND MEAT, INC. [ BYND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	1,604,027	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	08/25/2023	Common Stock	202,130	0.65	D
Stock Option (right to buy)	⁽²⁾	01/21/2025	Common Stock	966,006	0.93	D
Stock Option (right to buy)	⁽³⁾	07/19/2026	Common Stock	301,960	0.95	D
Stock Option (right to buy)	⁽⁴⁾	05/29/2028	Common Stock	332,157	3	D

Explanation of Responses:

1. Stock option granted under the 2011 Equity Incentive Plan ("Plan") on August 26, 2013; the option vested and became exercisable as to 25% of the total shares on May 26, 2014, and 1/48th of the total shares vested and became exercisable monthly thereafter such that the option became fully vested and exercisable on May 26, 2017 subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer.

2. Stock option granted under the Plan on January 22, 2015; the option vested and became exercisable as to 25% of the total shares on June 19, 2015, and 1/48th of the total shares vests and becomes exercisable monthly thereafter such that the option became fully vested and exercisable on June 19, 2018, subject to the acceleration provisions of an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer.

3. Stock option granted under the Plan on July 20, 2016; the option vested and became exercisable as to 25% of the total shares on July 20, 2017, and 1/48th of the total shares vests and becomes exercisable monthly thereafter such that the option is fully vested and exercisable on July 20, 2020, subject to an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer.

4. Stock option granted under the Plan on May 30, 2018; the option vests and becomes exercisable as to 25% of the total shares on August 3, 2018, and 1/48th of the total shares vests and becomes exercisable monthly thereafter, such that the option is fully vested and exercisable on August 3, 2021, subject to an Executive Change in Control Severance Agreement by and between the Reporting Person and the Issuer.

Remarks:

Exhibit 24-Power of Attorney attached.

	/s/ Mark J. Nelson, Attorney-In-Fact for Ethan Brown	05/01/2019
	** 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 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 Number.

POWER OF ATTORNEY
The undersigned as a Section 16 reporting person of Beyond Meat, Inc. (the "Company"), hereby constitutes and appoints Mark J. Nelson and Sowmya S. Rajan, and each of them, the undersigned's true and lawful attorney in fact to:
(1)    execute, deliver and file for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of  the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;
(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;
(3)    seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.  The undersigned further acknowledges and agrees that the attorney-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing.  The attorney-in-fact and the Company are not responsible for any errors or omissions in such filings.  The attorney-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any other transactions for the purpose of determining liability for short-swing profits under Section 16(b).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this               day of                                  , 2018.

/s/ Ethan Brown
Signature

ETHAN BROWN
Print Name