BEYOND MEAT, INC.
2.30%
9,000,000
1655210
08862E109
Oct 14, 2025
Oct 22, 2025, 09:44 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| D. E. Shaw Valence Portfolios, L.L.C. | Other | 2.30% | 9,000,000 | 0 | 9,000,000 |
| D. E. Shaw & Co., L.L.C. | Other | 2.30% | 9,000,000 | 0 | 9,000,000 |
| David E. Shaw | Individual | 2.30% | 9,000,000 | 0 | 9,000,000 |
| D. E. Shaw & Co, L.P. | Investment Adviser | 2.30% | 9,000,000 | 0 | 9,000,000 |
Disclosure Items (7)
Common Stock, $0.0001 par value
BEYOND MEAT, INC.
888 N. Douglas Street, El Segundo, CA, 90245
This statement is filed on behalf of D. E. Shaw Valence Portfolios, L.L.C., a Delaware limited liability company ("Valence"), D. E. Shaw & Co., L.L.C., a Delaware limited liability company ("DESCO LLC"), D. E. Shaw & Co., L.P., a Delaware limited partnership ("DESCO LP"), and Dr. David E. Shaw, a citizen of the United States of America ("Dr. Shaw," and together with Valence, DESCO LLC, and DESCO LP, collectively, the "Reporting Persons"). The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The business address and principal office, as applicable, of all Reporting Persons and any other persons named in this Item 2 is Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001.
The principal business of Valence is that of a limited liability company focusing primarily on equity and equity-linked securities-related investment strategies. Valence has no executive officers or directors. The principal business of DESCO LLC is to act as manager to certain entities, including, without limitation, Valence. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Valence. D. E. Shaw & Co. II, Inc., a Delaware corporation ("DESCO II, Inc."), is the managing member of DESCO LLC. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO Inc."), is the general partner of DESCO LP. Dr. Shaw is the President and sole shareholder of each of DESCO II, Inc. and DESCO Inc.
On September 29, 2023, the SEC issued a settled order finding that language in certain employment-related agreements used by DESCO LP raised impediments to employees' participation in the SEC's whistleblower program in violation of Exchange Act Rule 21F-17(a). In the order, DESCO LP, without admitting or denying the findings, agreed to a censure, to cease-and-desist from committing or causing any violations and any future violations of Rule 21F-17(a), and to pay a $10 million penalty. The SEC's order acknowledged that DESCO LP took a number of steps dating back to 2017 to affirm employees' whistleblowing rights, including by sending a firmwide email emphasizing those rights and adding specific whistleblower protection language to the firm's policy materials; however, similar whistleblower protection language was not included directly in DESCO LP's employment agreements until April 2019 or in its form of separation release until June 2023. DESCO LP remediated the relevant language in all applicable employment-related agreements prior to the issuance of the SEC's order. Except with respect to the matter described above, during the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Valence and DESCO LLC are Delaware limited liability companies and DESCO LP is a Delaware limited partnership. Dr. Shaw is a citizen of the United States of America.
The Information set forth in Item 4 of this Schedule 13D is incorporated herein by reference. On October 15, 2025, the Reporting Persons acquired beneficial ownership of an aggregate of 31,966,656 shares of common stock, par value $0.0001 per share (the "Common Shares") issued by Beyond Meat, Inc. (the "Issuer"). These 31,966,656 Common Shares (the "Exchange Shares"), together with $19,844,000 in aggregate principal amount of New Convertible Notes (as defined below in Item 4), were acquired by Valence upon exchange of Existing Convertible Notes (as defined below) in the Exchange Offer (as defined below). Valence expended approximately $109.01 million (excluding commissions) of its working capital to acquire the Existing Convertible Notes that were tendered in exchange for the Exchange Shares and the related New Convertible Notes. Contemporaneously, Valence also received additional New Convertible Notes for the SteerCo Premium (as defined and explained below in Item 4). As of the date of this Schedule 13D filing, and after giving effect to the transactions reported in Item 5(c) of this filing, the Reporting Persons may be deemed to beneficially own 9,000,000 Common Shares (the "Subject Shares"). The Subject Shares are held by Valence.
(a) and (b). The information in items 7 through 11 and 13 on the cover pages of this Schedule 13D is hereby incorporated by reference. The disclosure in items 7 through 11 and 13 of the cover pages of this Schedule 13D assumes that there are 397,607,401 Common Shares outstanding as of October 16, 2025, as disclosed by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 17, 2025. Valence has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares. DESCO LP, as investment adviser of Valence, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. DESCO LLC, as the manager of Valence, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As general partner of DESCO LP, DESCO Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II, Inc., owns any Common Shares directly, and each such entity disclaims beneficial ownership of the Subject Shares. Dr. Shaw does not own any shares directly. By virtue of Dr. Shaw's position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP which in turn is the investment adviser of Valence, and by virtue of Dr. Shaw's position as President and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, which in turn is the manager of Valence, Dr. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares and, therefore, Dr. Shaw may be deemed to be the beneficial owner of such shares. Dr. Shaw disclaims beneficial ownership of the Subject Shares.
See Item 5(a).
Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares by the Reporting Persons and any other person names in Item 2 during the past sixty (60) days.
To the best of the Reporting Persons' knowledge, no person other than the Reporting Persons has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares, except for such rights and powers as the investors in Valence shall possess.
On October 17, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Common Shares.
Item 4 of the Schedule 13D is incorporated herein by reference. Valence has sold listed put option contracts based upon the value of the Common Shares. As of the date hereof, Valence has, through listed put option contracts, long economic exposure to 200,000 Common Shares and a short economic exposure to 775,100 Common Shares. Additionally, Valence has sold listed call option contracts based upon the value of the Common Shares. As of the date hereof, Valence has a short economic exposure to 996,000 Common Shares through listed call option contracts. As of the date hereof, Valence also maintains an open short position referencing 19,357 Common Shares. These contracts do not give the Reporting Persons direct or indirect voting, or investment or dispositive control over, any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts. Except for the matters otherwise described herein, none of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer During the Past Sixty Days) Exhibit 99.2 - Joint Filing Agreement, by and among the Reporting Persons, dated October 22, 2025. Exhibit 99.3 - Power of Attorney, granted by Dr. David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024 (https://www.sec.gov/Archives/edgar/data/1009268/000110465924118878/tm2427841d8_ex1.htm) Exhibit 99.4 - Power of Attorney, granted by Dr. David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024. (https://www.sec.gov/Archives/edgar/data/1009268/000110465924118878/tm2427841d8_ex2.htm) Exhibit 99.5 - Form of Transaction Support Agreement with the Issuer, dated as of September 29, 2025, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on September 29, 2025. (https://www.sec.gov/Archives/edgar/data/1655210/000119312525221793/d863131dex101.htm) Exhibit 99.6 - Form of Voting Agreement, dated as of September 29, 2025, incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer on September 29, 2025. (https://www.sec.gov/Archives/edgar/data/1655210/000119312525221793/d863131dex102.htm) Exhibit 99.7 - Indenture Governing Convertible Senior Secured Second Lien PIK Toggle Notes due 2030, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on October 15, 2025. (https://www.sec.gov/Archives/edgar/data/1655210/000119312525240364/d60690dex101.htm)