Sec Form 4 Filing - Conyers Park Sponsor LLC @ Simply Good Foods Co - 2022-10-13

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 Conyers Park Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Simply Good Foods Co [ SMPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 999 VANDERBILT BEACH ROAD,, SUITE 601 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2022 (Street) NAPLES, FL34108 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 10/13/2022 J( 1 )( 2 ) 13,766,778 D $ 0 0 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 Conyers Park Sponsor LLC 999 VANDERBILT BEACH ROAD, SUITE 601 NAPLES, FL34108 X X Signatures /s/ Brian Ratzan, as Member 10/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to and in accordance with the terms of the Reporting Person's organizational documents and as was provided to occur on or about the fifth anniversary of the closing of Conyers Park Acquisition Corp's initial business combination, the Reporting Person made a pro-rata distribution in kind of shares of the Issuer's Common Stock to its members for no consideration. Among the recipients of the shares of the Issuer's Common Stock distributed are investment entities controlled by James Kilts and David West and Brian Ratzan, who received in aggregate a significant majority of the stock previously held by the Reporting Person. Messrs. Kilts, Ratzan and West are members of the Issuer's Board of Directors. ( 2 )Each of Messrs. Kilts, Ratzan and West have informed the Issuer that neither the entities controlled by Mr. Kilts, nor Mr. Ratzan or Mr. West currently intends to dispose of any of the shares of the Issuer's Common Stock received in such distribution. In connection with this distribution, the Reporting Person assigned in whole to these directors collectively its right, under and in accordance with that certain Investor Rights Agreement between the Issuer and the Reporting Person, to designate persons to be nominated by the Reporting Person for election to the Issuer's Board of Directors.

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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