October 7, 2019
Via EDGAR and Overnight Delivery
Irene Barberena-Meissner
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4628
Washington, D.C. 20549
| Re: | BellRing Brands, Inc. |
| Registration Statement on FormS-1 |
| Filed September 20, 2019 |
| FileNo. 333-233867 |
Dear Ms. Barberena-Meissner:
On behalf of BellRing Brands, Inc. (the “Company”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) amendment no. 1 (“amendment no. 1”) to the Company’s registration statement on FormS-1 (the “Registration Statement”), relating to the offering of shares of the Company’s Class A common stock.
The Registration Statement has been revised since the initial filing of the Registration Statement on September 20, 2019 in response to the comments of the staff (the “Staff”) of the Commission on the Registration Statement contained in the Staff’s letter addressed to Darcy Horn Davenport, President and Chief Executive Officer of the Company, dated September 30, 2019 (which such response was previously submitted to the Commission on a supplemental basis on October 1, 2019) and to reflect certain updated information, including the estimated price range and offering size. In addition, the Company has filed certain exhibits with amendment no. 1 and advises the Staff that it will file any remaining required exhibits in one or more futurepre-effective amendments.
Courtesy copies of this letter and amendment no. 1, marked to show the changes to the Registration Statement as initially filed, are being sent to the Staff via overnight delivery.
* * *
If you have any questions or comments with respect to the foregoing or to the Registration Statement, please contact the undersigned at314-444-7671.
Sincerely,
/s/ Tom W. Zook
Tom W. Zook
| cc: | Diedre J. Gray |
Darcy Horn Davenport |
