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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KOULOURIS RICHARD R (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) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2012
	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
Common Stock	12/14/2012		M		28,007(1)	A	$26.53	73,007	D
Common Stock	12/14/2012		M		27,242(1)	A	$35.46	100,249	D
Common Stock	12/14/2012		M		29,611(1)	A	$41.36(2)	129,860	D
Common Stock	12/14/2012		M		29,611(1)	A	$47.75	159,471	D
Common Stock	12/14/2012		M		19,740(1)	A	$55.78	179,211	D
Common Stock	12/14/2012		M		4,935(1)	A	$47.51	184,146	D
Common Stock	12/14/2012		F		87,354(1)	D	$89.35	96,792	D
Common Stock	12/14/2012		S		61,792(1)	D	$89.2685(2)	35,000	D
Common Stock								2,124(3)	I(3)	Executive SIP & Def. Comp.

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	$26.53	12/14/2012		M			28,007	02/05/2010	02/04/2014	Common Stock	28,007	$0	0	D
Stock Appreciation Right with Tax Withholding Right	$35.46	12/14/2012		M			27,242	09/29/2010	09/28/2015	Common Stock	27,242	$0	0	D
Stock Appreciation Right with Tax Withholding Right	$41.36	12/14/2012		M			29,611	09/28/2011	09/27/2016	Common Stock	29,611	$0	0	D
Stock Appreciation Right with Tax Withholding Right	$47.75	12/14/2012		M			29,611	09/27/2012	09/26/2017	Common Stock	29,611	$0	0	D
Stock Appreciation Right with Tax Withholding Right	$55.78	12/14/2012		M			19,740	09/25/2012	09/24/2018	Common Stock	19,740	$0	9,871	D
Stock Appreciation Right with Tax Withholding Right	$47.51	12/14/2012		M			4,935	10/09/2012	10/08/2019	Common Stock	4,935	$0	9,870	D

Explanation of Responses:

1. Non-qualified Stock Option and Stock Appreciation Rights exercised were done during an open trading 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 $89.24-$89.32. Upon request by the SEC staff, the Issuer or 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.

Remarks:

	Gregory A. Billhartz, Attorney-in-Fact for Richard R. Koulouris	12/18/2012
	** 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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