Item 7.01 Regulation FD Disclosure.

On January 10, 2022, The Simply Good Foods Company, a Delaware corporation (the "Company"), announced that Conyers Park Acquisition Corp. ("Conyers Park"), exercised their 6.7 million private placement warrants that were set to expire in July 2022 to acquire shares of the Company's common stock.

In accordance with the Warrant Agreement, Conyers Park elected to exercise the warrants on a cashless basis on January 7, 2022. Accordingly, by virtue of the cashless exercise of the private warrants, Conyers Park's net receipt of shares related to the transaction was 4,830,761 and resulted in an increase of their total shares beneficially owned from 8,936,017 to 13,766,778. After this issuance, the Company's issued and outstanding share count will be 100,963,850 shares, which does not include shares related to employee stock options and non-vested stock that was the equivalent of about 2 million shares at the end of the fiscal first quarter ended November 27, 2021.

The Company issued a press release related to the exercise of the private placement warrants, and a copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement unless specifically identified therein as being incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.               Description

  99.1                      Press Release dated January 10, 2022
                          Cover Page Interactive Data File (embedded within the Inline XBRL
104                       document)

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