Sec Form 5 Filing - Thompson Donald @ BEYOND MEAT, INC. - 2019-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
Thompson Donald
2. Issuer Name and Ticker or Trading Symbol
BEYOND MEAT, INC. [ BYND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BEYOND MEAT, INC., 119 STANDARD STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2019
(Street)
EL SEGUNDO, CA90245
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 11/01/2019 J( 1 ) V 1,940,680 D $ 0 0 I ( 2 ) By Beyond Meat, CA LLC
Common Stock 11/01/2019 J( 3 ) V 141,212 A $ 0 141,212 I ( 2 ) ( 3 ) By Cleveland Avenue GP, LLC
Common Stock 11/01/2019 J( 4 ) V 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
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
Thompson Donald
C/O BEYOND MEAT, INC.
119 STANDARD STREET
EL SEGUNDO, CA90245
X
Signatures
/s/ Teri L. Witteman, asAttorney-In-Fact for Donald Thompson 02/07/2020
Signature of Reporting Person Date
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

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