SEC FORM 4

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^*

GEIST PAUL R.

(Last)

(First)

(Middle)

4100 N. MULBERRY DRIVE

SUITE 200

(Street)

KANSAS CITY

64116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN ITALIAN PASTA CO [ AIPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $.001 per share	02/16/2010		M		10,000	A	$27.54	41,579	D
Class A Common Stock, par value $.001 per share	02/16/2010		M		3,500	A	$26.73	45,079	D
Class A Common Stock, par value $.001	02/16/2010		S		13,500	D	$38.94	31,579	D
Class A Common Stock, par value $.001 per share	02/16/2010		M		11,499⁽¹⁾	A	$6.5	43,078	D
Class A Common Stock, par value $.001 per share	02/16/2010		D		1,912⁽¹⁾	D	$39.1	41,166	D
Class A Common Stock, par vlaue $.001 per share	02/17/2010		S		9,587⁽²⁾	D	$39.11	31,579	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$27.54	02/16/2010		M			10,000	10/26/2005⁽³⁾	10/26/2014	Class A Common Stock	10,000	$0	0	D
Employee Stock Option (right to buy)	$26.73	02/16/2010		M			3,500	06/30/2005	02/02/2015	Class A Common Stock	3,500	$0	0	D
Stock Appreciation Right	$6.5	02/16/2010		M			11,499	01/18/2009⁽⁴⁾	01/18/2015	Class A Common Stock	11,499	$0	11,499	D

Explanation of Responses:

1. Exercise of Stock Appreciation Right (?SAR?) for stock is treated as a purchase of all of the shares underlying the SAR that were exercised, at the exercise price set forth in the SAR and simultaneous sale back to American Italian Pasta Co. (?AIPC?) of a number of the underlying shares having a value based on the market price of AIPC?s stock on the date of exercise, equal to the exercise price. Only the net shares (9,587 shares representing the value of the appreciation of the SAR) are issued.

2. Sale of stock on the open market of the number of shares acquired by Mr. Geist following the exercise of the SAR described above.

3. The options vested ratably over five years, beginning on October 26, 2005, which was one year after the grant date. All options were vested as of October 26, 2009.

4. 5,750 shares vested on January 18, 2009 and 5,749 shares vested on January 18, 2010.

Remarks:

	/s/ Paul R. Geist, by Robert Schuller as Attorney-in-Fact	02/18/2010
	** 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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