SEC FORM 3/A 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*
SOTO CARI

(Last) (First) (Middle)
C/O BEYOND MEAT, INC.
119 STANDARD STREET

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2019
3. Issuer Name and Ticker or Trading Symbol
BEYOND MEAT, INC. [ BYND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief People Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/22/2019
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 2,537(1) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 02/14/2028 Common Stock 38,263 3 D
Stock Option (right to buy) (3) 07/31/2029 Common Stock 5,073 176.04 D
Explanation of Responses:
1. These shares represent restricted stock units ("RSUs") granted to the Reporting Person under the 2018 Equity Incentive Plan (the "Plan") on August 1, 2019; 1/16th of the total number of shares subject to the RSU award shall vest on November 1, 2019 and 1/16th of the total number of shares subject to the RSU award shall vest each quarter thereafter, such that the RSUs are fully vested on August 1, 2023, subject to an Executive Change in Control Severance Agreement between the Reporting Person and the Issuer, and subject to the Reporting Person's continued service to the Issuer.
2. Stock option granted under the Plan on February 15, 2018; the option vested and became exercisable as to 25% of the total shares on August 10, 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 10, 2021, subject to an Executive Change in Control Severance Agreement between the Reporting Person and the Issuer, and subject to the Reporting Person's continued service to the Issuer.
3. Stock option granted under the Plan on August 1, 2019; 1/48th of the total shares vests and becomes exercisable on September 1, 2019, and 1/48th of the total shares vests and becomes exercisable monthly thereafter such that the option is fully vested and exercisable on August 1, 2023, subject to an Executive Change in Control Severance Agreement between the Reporting Person and the Issuer, and subject to the Reporting Person's continued service to the Issuer.
Remarks:
Exhibit 24 Power of Attorney attached. This amendment is being filed solely to include the Power of Attorney that was inadvertently omitted in the original Form 3 filed on August 22, 2019. The holdings reported on this form are being re-reported solely for the purpose of filing Exhibit 24.
/s/ Mark J. Nelson, Attorney-In-Fact for Cari Soto 10/01/2019
** 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.
The undersigned as a Section 16 reporting person of Beyond Meat, Inc. (the "Company"), hereby constitutes and appoints Mark J. Nelson and Sowmya 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 Section16 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 6th day of August, 2019.
    
/s/ Cari Soto

Signature

CARI SOTO
Print Name