X0306 4 2013-01-28 1 0001029506 RALCORP HOLDINGS INC /MO RAH 0001413813 Wenzel David R C/O RALCORP HOLDINGS, INC. 800 MARKET STREET, SUITE 2600 SAINT LOUIS MO 63101 1 0 0 0 Ralcorp Holdings, Inc. Stock Equivalents 2013-01-28 4 A 0 139 89.96 A $.01 Par Value Common Stock 139 11407 D Ralcorp Holdings, Inc. Stock Equivalents 2013-01-29 4 D 0 11407 D $.01 Par Value Common Stock 11407 0 D Stock Appreciation Right 48.5 2013-01-29 4 D 0 3553 D 2041-02-15 Common Stock 3553 0 D Stock Appreciation Right 74.65 2013-01-29 4 D 0 3000 D 2041-02-01 Common Stock 3000 0 D Reporting person's retainers and fees earned as a Director of Issuer are deferred into Ralcorp Holdings, Inc. Stock Equivalents under the Issuer's Deferred Compensation Plan for Non-Management Directors. Reporting person is credited with stock equivalent as soon as administratively practicable following the month in which such retainers and fees are earned. The value of these stock equivalents is distributed (on a one-for-one basis) in the form of cash upon retirement from the Board of Directors. The stock equivalents have no fixed exercisable or expiration dates. Fractional shares credited monthly are reflected in the end of month total. The cash value of the derivative securities will be distributed in accordance with the Agreement and Plan of Merger, dated as of November 26, 2012 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Ralcorp"), ConAgra Foods, Inc., and Phoenix Acquisition Sub Inc. ("Merger Sub"), pursuant to which Ralcorp merged with and into Merger Sub on January 29, 2013 (the "Merger"). The distribution will occur after the effective date of the merger. Pursuant to the Merger Agreement, each stock appreciation right to acquire shares of Ralcorp common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive $90.00 cash, without interest. Gregory A. Billhartz, Attorney-in-Fact for David R. Wenzel 2013-01-29