X0304 4 2012-02-15 0 0001029506 RALCORP HOLDINGS INC /MO RAH 0001184296 WILKINSON RONALD D 800 MARKET STREET SUITE 2900 ST. LOUIS MO 63101 0 1 0 0 Corp. V.P., and President RCP Stock Appreciation Right with Tax Withholding Right 74.65 2012-02-15 4 A 0 30000 0 A 2022-02-14 $.01 Par Value Common Stock 30000 30000 D Restricted Stock Units 2012-02-15 4 A 0 15000 0 A $.01 Par Value Common Stock 15000 15000 D Stock appreciation rights were granted under Issuer's Amended and Restated 2007 Incentive Stock Plan and are exercisable at 33 1/3% on 02/15/15, 02/15/16 and 02/15/17. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest on February 15, 2017, subject to acceleration upon certain events, upon the achievement of a performance target as well as continued employment with Ralcorp. Vested Shares will be delivered to the reporting person 6 months after termination of employment. Gregory A. Billhartz, Attorney-in-Fact for Ronald D. Wilkinson 2012-02-16