Delaware 6/22/1905 (State or Other Jurisdiction of (Primary Standard Industrial Incorporation or Organization) Classification Code Number)

BEYOND MEAT, INC.
S-1/A
01/09/2019
BEYOND MEAT, INC.
Delaware 6/22/1905
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
26-4087597
(I.R.S. Employer
Identification Number)
BEYOND MEAT, INC.
S-1/A
01/09/2019
El Segundo, CA 90245
Copies to:
Harold Yu, Esq. Mark J. Nelson
Christopher J. Austin, Esq. Chief Financial Officer, Treasurer and
William L. Hughes, Esq. Secretary
Orrick, Herrington & Sutcliffe LLP Beyond Meat, Inc.
1000 Marsh Road 1325 E. El Segundo Blvd.
Menlo Park, CA 94025 El Segundo, CA 90245
(650) 614-7400 (866) 756-4112
____________________________
Cathy Birkeland, Esq.
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
(312) 876-7700
BEYOND MEAT, INC.
S-1/A
01/09/2019
Large accelerated filer ? Accelerated filer ?

Non-accelerated filer x Smaller reporting company ?
Emerging growth company x
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1.10 Form of Underwriting Agreement.*

3.10 Amended and Restated Certificate of Incorporation
of Registrant, as currently in effect.
3.20 Bylaws of Registrant, as currently in effect.*
3.30 Form of Restated Certificate of Incorporation
of Registrant, to be in effect upon the closing
of this offering.
3.40 Form of Amended and Restated Bylaws of Registrant,
to be in effect upon the closing of this offering.
4.10 Form of common stock certificate.
4.20 Amended and Restated Investors? Rights
Agreement, dated as of October 5, 2018,
by and among the Registrant and the other
parties thereto.*
4.30 Warrant to Purchase Common Stock, dated
June 27, 2018, by and between Registrant
and Silicon Valley Bank.*
and Westriver Mezzanine Loans - Loan Pool
V, LLC.*
and Silicon Valley Bank.*
4.60 Plain English Warrant Agreement, dated
August 10, 2012, by and between Registrant
and TriplePoint Capital LLC.
5.10 Opinion of Orrick, Herrington & Sutcliffe LLP.**
10.10 Standard Industrial/Commercial Single-Tenant
Lease, dated as of January 18, 2017, by and
between Smoky Hollow Industries, LLC and
Registrant with attachments thereto.*
10.20 Lease, dated March 13, 2014, as amended,
by and between Sara Maguire LeMone as Trustee
of the Sara Maguire LeMone Revocable Trust
dated February 6, 2004 and Registrant and
amendment thereto dated November 1, 2017.*
10.30 Lease, dated October 12, 2017, by and between
LeMone Family Limited Partnership, LLLP
and Registrant as amended by the Lease Amendment
dated April 18, 2018.*
10.40 Amended and Restated Loan and Security
Agreement (Revolving Line), dated as of
June 27, 2018, by and between Silicon Valley
Bank and Registrant.*
10.50 Loan and Security Agreement (Term Loan),
dated June 27, 2018, by and between Silicon
Valley Bank and Registrant.*
10.60 First Amendment to Loan and Security Agreement
(Term Loan), dated September 27, 2018,
by and between Silicon Valley Bank and Registrant.*
10.70 Intellectual Property Security Agreement,
Valley Bank and Registrant (Revolving
Line).*
10.80 Intellectual Property Security Agreement,
Valley Bank and Registrant (Term Loan).*
10.90 Equipment Loan and Security Agreement,
dated September 19, 2018, by and between
Ocean II PLO, LLC and Registrant.*
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
EXHIBIT INDEX
10.10 Supply Agreement, dated December 28, 2018,

by and between Roquette America, Inc. and
Registrant.+
10.11 Form of Indemnification Agreement with
directors and executive officers.
10.12 2011 Equity Incentive Plan, as amended
as of November 27, 2018, and related forms
of stock award agreements.
10.13 2018 Equity Incentive Plan, and related
forms of stock award agreements.
10.14 2018 Employee Stock Purchase Plan.
10.15 Executive Incentive Bonus Plan.*
10.16 Form of Executive Change in Control Severance
Agreement.*
10.17 Option Amendment Letter dated, May 11,
2017, by and between Mark J. Nelson and Registrant.*
10.18 Advisor Agreement, dated February 26,
2016, by and between Bernhard van Lengerich
and Registrant, as amended on September
5, 2017.*
10.19 Amended & Restated Consulting Agreement,
dated November 15, 2018, by and between
Seth Goldman and Registrant.*
10.20 Employment Agreement by and between Registrant
and Ethan Brown.
10.21 Offer Letter, dated May 5, 2017, by and between
Registrant and Charles Muth.*
23.10 Consent of Deloitte & Touche LLP. *
23.20 Consent of Orrick, Herrington & Sutcliffe
LLP (included in Exhibit 5.1).**
24.10 Powers of Attorney.*
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
TABLE OF CONTENTS
Page
ARTICLE I: STOCKHOLDERS 1
Section 1.1: Annual Meetings 1
Section 1.2: Special Meetings 1
Section 1.3: Notice of Meetings 1
Section 1.4: Adjournments 1
Section 1.5: Quorum 2
Section 1.6: Organization 2
Section 1.7: Voting; Proxies 2
Section 1.8: Fixing Date for Determination of Stockholders 3
of Record
Section 1.9: List of Stockholders Entitled to Vote 3
Section 1.10: Inspectors of Elections 3
Section 1.11: Notice of Stockholder Business; Nominations 4
ARTICLE II: BOARD OF DIRECTORS 12

Section 2.1: Number; Qualifications 12
Section 2.2: Election; Resignation; Removal; Vacancies 12
Section 2.3: Regular Meetings 12
Section 2.4: Special Meetings 12
Section 2.5: Remote Meetings Permitted 12
Section 2.6: Quorum; Vote Required for Action 13
Section 2.7: Organization 13
Section 2.8: Unanimous Action by Directors in Lieu of 13
a Meeting
Section 2.9: Powers 13
Section 2.10: Compensation of Directors 13
Section 2.11: Confidentiality 13
ARTICLE III: COMMITTEES 13

Section 3.1: Committees 13
Section 3.2: Committee Rules 14
ARTICLE IV: OFFICERS; CHAIRPERSON; LEAD 14

INDEPENDENT DIRECTOR
Section 4.1: Generally 14
Section 4.2: Chief Executive Officer 14
Section 4.3: Chairperson of the Board 15
Section 4.4: Lead Independent Director 15
Section 4.5: President 15
Section 4.6: Vice President 15
Section 4.7: Chief Financial Officer 16
Section 4.8: Treasurer 16
Section 4.9: Secretary 16
Section 4.10: Delegation of Authority 16
Section 4.11: Removal 16
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
TABLE OF CONTENTS
ARTICLE V: STOCK 16
Section 5.1: Certificates; Uncertificated Shares 16
Section 5.2: Lost, Stolen, or Destroyed Stock Certificates; 17
Issuance of New Certificates or Uncertificated
Shares
Section 5.3: Other Regulations 17
ARTICLE VI: INDEMNIFICATION 17

Section 6.1: Indemnification of Officers and Directors 17
Section 6.2: Advance of Expenses 17
Section 6.3: Non-Exclusivity of Rights 18
Section 6.4: Indemnification Contracts 18
Section 6.5: Right of Indemnitee to Bring Suit 18
Section 6.6: Nature of Rights 19
Section 6.7: Insurance 19
ARTICLE VII: NOTICES 19

Section 7.1: Notice 19
Section 7.2: Waiver of Notice 20
ARTICLE VIII: INTERESTED DIRECTORS 20

Section 8.1: Interested Directors 20
Section 8.2: Quorum 20
ARTICLE IX: MISCELLANEOUS 21

Section 9.1: Fiscal Year 21
Section 9.2: Seal 21
Section 9.3: Form of Records 21
Section 9.4: Reliance Upon Books and Records 21
Section 9.5: Certificate of Incorporation Governs 21
Section 9.6: Severability 21
Section 9.7: Time Periods 21
ARTICLE X: AMENDMENT 21
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Exhibit 4.6
WARRANT INFORMATION
Effective Date Warrant Number Lease Facility Schedules
August 10, 2012 0755-W-0l Part 1: 0755-LE-0lH; 0755-LE-02S

Warrant Coverage Number of Shares Price Per Share
Part 1: $130,000 (5% of 182,533, subject to adjustment $0.7122, subject to

$2,600,000 in this Warrant Agreement in this Warrant Agre
____________________________
e Facility Schedules
1: 0755-LE-0lH; 0755-LE-02S
Type of Stock
Series B Preferred Stock, subject to adjustment

as set forth in this Warrant Agreement
BEYOND MEAT, INC.
S-1/A
01/09/2019
Exhibit 4.6
OUR CONTACT INFORMATION

Name Address For Notices
TriplePoint Capital LLC 2755 Sand Hill Road, Ste. 150 Menlo Park,
CA 94025
Tel: (650) 854-2090
Fax: (650) 854-1850
YOUR C ONTACT I NFORMA TION
Customer Name Address For Notices
Savage River, Inc. P.O. Box 2204

Manhattan Beach, CA 90267
____________________________
Contact Person
Sajal Srivastava, COO

Tel: (650) 233-2102
Fax: (650) 854-1850
email: [email protected]
Contact Person
Brent Taylor, VP Corp. Development

Tel: 310-702-6399
Fax: NIA
Email: btaylor @beyondmeat.com
BEYOND MEAT, INC.
S-1/A
01/09/2019
net issuance method
Where: X= the number of shares of Warrant Stock to

be issued to Us.
Y= the number of shares of Warrant Stock We
request to be exercised under this Warrant
Agreement.
A= the fair market value of one share of Warrant
Stock.
B= the Exercise Price.
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
To: []
US: TRIPLEPOINT CAPITAL LLC
By:
Title:
Date:
____________________________
Created by Morningstar Docume
http://documentresearch.morni
BEYOND MEAT, INC.
S-1/A
01/09/2019
To: []
YOU: SAVAGE RIVER, INC.
By:
Title:
Date:
____________________________
Created by Morningstar Document Res
http://documentresearch.morningstar
BEYOND MEAT, INC.
S-1/A
01/09/2019
FOR VALUE RECEIVED,
(Please Print)
Whose Address is
Dated:
Holder's Signature:
Holder's Address:
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
FOR VALUE RECEIVED,
Transferee's Signature:
Transferee's Address:
Signature Guaranteed:
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Effective on shipments beginning January 1, 2016
Sunday/Holiday Loading or Delivery [***]

Expedited, Changed and Orders with [***]
Cancelled Orders - Truck or Rail ( [***]
Truck/Intermodal Detention (> 2 hours) [***]
Railcar Detention Rate [***]
Returns [***]
Special Services [***]
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Signature Page Follows
THE COMPANY:
BEYOND MEAT, INC.
By:
(Signature)
Name: Ethan Brown
Title: Chief Executive Officer
Address:
AGREED TO AND ACCEPTED
INDEMNITEE:
[NAME]
(Signature)
Address:
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
CompanyPlan
Optionholder: ?OPTIONEE?
Date of Grant: ?BoardApprovalDate?
Vesting Commencement Date: ?VestingCommencementDate?
Number of Shares Subject to Option: ?NoofShares?
Exercise Price (Per Share): $?ExercisePrice?
Total Exercise Price: $?TotalExercisePrice?
Expiration Date: ?ExpirationDate?
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
CompanyPlan
Type of Grant: ?ISONSO?
Exercise Schedule : ? Same as Vesting Schedule ? Early Exercise Permitted
Vesting Schedule : ?Vesting?
Payment: By one or a combination of the following

items (described in the Option Agreement):
? By cash or check
? Pursuant to a Regulation T Program if the
Shares are publicly traded
? By delivery of already-owned shares if
the Shares are publicly traded
? By deferred payment
? By net exercise 1
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Additional Terms/Acknowledgements:
SAVAGE RIVER, INC. OPTIONHOLDER:
By:
Signature Signature
Title: Date:
Date:
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
NOTICE OF EXERCISE
Type of option (check one): Incentive ? Nonstatutory ?

Stock option dated:
Number of shares as
to which option is
exercised:
Certificates to be
issued in name of:
Total exercise price: $0
Cash payment delivered $0
herewith:
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
[Signature Page Follows]
THE COMPANY:
BEYOND MEAT, INC.
By:
Ethan Brown
Chief Executive Officer
Address:
1325 E El Segundo Blvd
PURCHASER:
(PRINT NAME)
(Signature)
Address:
Email:
____________________________
Created by Morningstar Document Research
BEYOND MEAT, INC.
S-1/A
01/09/2019
HolderTransfereeCompany
Date: HOLDER:
(PRINT NAME)
(Signature)
Spouse of Holder (if
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
CompanyShares
Dated: PURCHASER:
(PRINT NAME)
(Signature)
Spouse of Purchaser
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
The undersigned understands that the foregoing election may not be revoked except with the consent
Dated: PURCHASER:
(Signature)
Spouse of Purchaser
____________________________
he consent
BEYOND MEAT, INC.
S-1/A
01/09/2019
Company
Dated: THE COMPANY:
BEYOND MEAT, INC.
By:
(Signature)
Name: Ethan Brown

Title: Chief Executive Offi
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Company
Dated: PURCHASER:
(PRINT NAME)
By:
(Signature)
Name:
Title:
Address:
Email:
Spouse of Purchaser (if appli
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Company
Grant Number
Date of Grant
Vesting Commencement Date
Exercise Price per Share USD $
Total Number of Shares
Total Exercise Price USD $
Type of Option: U.S. Incentive Stock Option
Nonstatutory Stock Option
Term/Expiration Date:
Vesting Schedule:
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Exhibit A
PARTICIPANT: BEYOND MEAT, INC.
Signature By
Print Name Title
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Entire Agreement; Governing Law
Submitted by: Accepted by:
PURCHASER: BEYOND MEAT, INC.
Signature By
Print Name Title
Date Received
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Participant Name:
Grant Number
Date of Grant
Number of Restricted Stock Units
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Company
Signature By
Print Name Title
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Participant Name:
Grant Number
Date of Grant
Total Number of Shares Granted
____________________________
BEYOND MEAT, INC.
S-1/A
01/09/2019
Company
Signature By
Print Name Title
____________________________

Delaware 6/22/1905 (State or Other Jurisdiction of (Primary Standard Industrial Incorporation or Organization) Classification Code Number)

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BEYOND MEAT, INC.

BEYOND MEAT, INC.

Large accelerated filer ? Accelerated filer ?

Exhibit No. Description of Exhibit

1.10 Form of Underwriting Agreement.*

10.10 Supply Agreement, dated December 28, 2018,

ARTICLE II: BOARD OF DIRECTORS 12

ARTICLE III: COMMITTEES 13

ARTICLE IV: OFFICERS; CHAIRPERSON; LEAD 14

ARTICLE VI: INDEMNIFICATION 17

ARTICLE VII: NOTICES 19

ARTICLE VIII: INTERESTED DIRECTORS 20

ARTICLE IX: MISCELLANEOUS 21

August 10, 2012 0755-W-0l Part 1: 0755-LE-0lH; 0755-LE-02S

Part 1: $130,000 (5% of 182,533, subject to adjustment $0.7122, subject to

Series B Preferred Stock, subject to adjustment

OUR CONTACT INFORMATION

Savage River, Inc. P.O. Box 2204

Sajal Srivastava, COO

Brent Taylor, VP Corp. Development

net issuance method

Where: X= the number of shares of Warrant Stock to

US: TRIPLEPOINT CAPITAL LLC

YOU: SAVAGE RIVER, INC.

FOR VALUE RECEIVED,

FOR VALUE RECEIVED,

Effective on shipments beginning January 1, 2016

Sunday/Holiday Loading or Delivery [***]

Signature Page Follows

BEYOND MEAT, INC.

AGREED TO AND ACCEPTED

Type of Grant: ?ISONSO?

Exercise Schedule : ? Same as Vesting Schedule ? Early Exercise Permitted

Vesting Schedule : ?Vesting?

Payment: By one or a combination of the following

SAVAGE RIVER, INC. OPTIONHOLDER:

Type of option (check one): Incentive ? Nonstatutory ?

[Signature Page Follows]

BEYOND MEAT, INC.

Spouse of Holder (if

Dated: THE COMPANY:

BEYOND MEAT, INC.

Name: Ethan Brown

Spouse of Purchaser (if appli

Vesting Commencement Date

Exercise Price per Share USD $

Total Number of Shares

Total Exercise Price USD $

Type of Option: U.S. Incentive Stock Option

Nonstatutory Stock Option

PARTICIPANT: BEYOND MEAT, INC.

Print Name Title

Entire Agreement; Governing Law

Submitted by: Accepted by:

PURCHASER: BEYOND MEAT, INC.

Print Name Title

Vesting Commencement Date

Number of Restricted Stock Units

PARTICIPANT: BEYOND MEAT, INC.