CUSIP No: 08862E109
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Beyond Meat, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
08862E109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No: 08862E109
(1)
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Names
of Reporting Persons
Darby Financial Products
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(2)
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole
Voting Power
9,954 (1)
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(6)
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Shared
Voting Power
3,588,621 (1)
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(7)
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Sole
Dispositive Power
9,954 (1)
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(8)
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Shared
Dispositive Power
3,588,621 (1)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,588,621 (1)
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(10)
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Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11)
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Percent
of Class Represented by Amount in Row (9)
5.7%
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(12)
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Type
of Reporting Person (See Instructions)
PN
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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 08862E109
(1)
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Names
of Reporting Persons
G1 Execution Services, LLC
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(2)
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Illinois
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole
Voting Power
27,555 (1)
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(6)
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Shared
Voting Power
3,588,621 (1)
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(7)
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Sole
Dispositive Power
27,555 (1)
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(8)
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Shared
Dispositive Power
3,588,621 (1)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,588,621 (1)
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(10)
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Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11)
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Percent
of Class Represented by Amount in Row (9)
5.7%
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(12)
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Type
of Reporting Person (See Instructions)
BD, OO
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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 08862E109
(1)
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Names
of Reporting Persons
Susquehanna Investment Group
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(2)
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Pennsylvania
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole
Voting Power
66,707 (1)
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(6)
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Shared
Voting Power
3,588,621 (1)
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(7)
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Sole
Dispositive Power
66,707 (1)
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(8)
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Shared
Dispositive Power
3,588,621 (1)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,588,621 (1)
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(10)
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Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11)
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Percent
of Class Represented by Amount in Row (9)
5.7%
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(12)
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Type
of Reporting Person (See Instructions)
BD, PN
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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 08862E109
(1)
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Names
of Reporting Persons
Susquehanna Securities, LLC
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(2)
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole
Voting Power
3,484,405 (1)
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(6)
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Shared
Voting Power
3,588,621 (1)
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(7)
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Sole
Dispositive Power
3,484,405 (1)
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(8)
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Shared
Dispositive Power
3,588,621 (1)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,588,621 (1)
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(10)
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Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11)
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Percent
of Class Represented by Amount in Row (9)
5.7%
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(12)
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Type
of Reporting Person (See Instructions)
BD, OO
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(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna
Securities, LLC are affiliated independent broker-dealers which, together with Darby Financial Products, may be deemed a group.
For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares
beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially
owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by
another reporting person.
CUSIP No: 08862E109
Item 1.
(a) Name of Issuer
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Beyond Meat, Inc. (the “Company”)
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(b) Address of Issuer’s Principal Executive Offices
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119 Standard Street, El Segundo, CA 90245
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Item 2(a).
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Name of Person Filing
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This statement is filed by the entities listed below, who are collectively
referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company, $0.0001 par value
per share (the “Shares”).
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(i)
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Darby Financial Products
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(ii)
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G1 Execution Services, LLC
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(iii)
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Susquehanna Investment Group
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(iv)
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Susquehanna Securities, LLC
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office of each of Darby Financial
Products, Susquehanna Investment Group and Susquehanna Securities, LLC is:
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401 E. City Avenue
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Suite 220
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Bala Cynwyd, PA 19004
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The address of the principal business office of G1 Execution Services, LLC is:
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175 W. Jackson Blvd.
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Suite 1700
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Chicago, IL 60604
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Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 2(d)
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Title of Class of Securities
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Common stock, $0.0001 par value per share
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CUSIP No: 08862E109
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a) x Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ¨ An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) ¨ A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned by Darby
Financial Products includes options to buy 4,600 Shares. The number of Shares reported as beneficially owned by Susquehanna Investment
Group includes options to buy 55,500 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities includes options
to buy 1,577,000 Shares.
The Company’s Quarterly Report on Form 10-Q, filed
on November 12, 2021, indicates that there were 63,330,838 Shares outstanding as of November 11, 2021.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following: ¨
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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CUSIP No: 08862E109
By signing below each of the
undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
CUSIP No: 08862E109
SIGNATURES
After reasonable inquiry and
to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this
statement is true, complete, and correct.
Dated: February 11, 2022
DARBY
FINANCIAL PRODUCTS
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G1
EXECUTION SERVICES, LLC
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By:
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/s/
Brian Sopinsky
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By:
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/s/
Brian Sopinsky
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Name:
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Brian
Sopinsky
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Name:
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Brian
Sopinsky
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Title:
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Authorized
Signatory
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Title:
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Secretary
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SUSQUEHANNA
INVESTMENT GROUP
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SUSQUEHANNA
SECURITIES, LLC
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By:
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/s/
Brian Sopinsky
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By:
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/s/
Brian Sopinsky
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Name:
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Brian
Sopinsky
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Name:
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Brian
Sopinsky
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Title:
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General
Counsel
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Title:
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Secretary
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CUSIP No: 08862E109
EXHIBIT INDEX
EXHIBIT
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DESCRIPTION
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I
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Joint Filing Agreement
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CUSIP No: 08862E109
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that
the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership
by the undersigned of the shares of Common Stock of Beyond Meat, Inc., $0.0001 par value per share, is being filed, and all amendments
thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Dated as of February 11, 2022
DARBY
FINANCIAL PRODUCTS
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G1
EXECUTION SERVICES, LLC
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By:
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/s/
Brian Sopinsky
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By:
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/s/
Brian Sopinsky
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Name:
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Brian
Sopinsky
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Name:
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Brian
Sopinsky
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Title:
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Authorized
Signatory
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Title:
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Secretary
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SUSQUEHANNA
INVESTMENT GROUP
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SUSQUEHANNA
SECURITIES, LLC
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By:
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/s/
Brian Sopinsky
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By:
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/s/
Brian Sopinsky
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Name:
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Brian
Sopinsky
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Name:
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Brian
Sopinsky
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Title:
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General
Counsel
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Title:
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Secretary
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