SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SKARIE DAVID P

(Last) (First) (Middle)
800 MARKET STREET
SUITE 2900

(Street)
ST. LOUIS MO 63101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RALCORP HOLDINGS INC /MO [ RAH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/16/2011 M 10,000 (1) A $24.41 55,985 D
Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/16/2011 F 2,079 D $64.28 53,906 D
Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/16/2011 S 7,921 D $64.6895 (2) 45,985 D
Ralcorp Holdings, Inc. $.01 Par Value Common Stock 2,232 I (3) By 401(K) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option with Tax Withholding Right $24.41 02/16/2011 M 10,000 (4) 01/30/2012 $.01 Par Value Common Stock 10,000 $0 20,843 D
Explanation of Responses:
1. Non-Qualified Stock Option exercise and sale of shares acquired was made in an open window period.
2. This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $64.63 to $64.75. Upon request by the SEC Staff, the Issuer or a Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.
3. Transactions in Issuer's 401(K) Plan, Executive Savings Investment Plan, and Deferred Compensation Plan are made through the acquisition or disposition of units rather than actual shares. The value of units are re-valued rather than based upon earnings or losses and appreciation or depreciation on the underlying investments, and adjustments for contributions to, transfers to and from, and distributions from the applicable investment fund.
4. 25% of the award became exercisable on January 31 in the years 2005, 2006, 2007 and 2008.
Remarks:
Gregory A. Billhartz, Attorney-in-Fact for David P. Skarie 02/17/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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