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*
RALCORP HOLDINGS INC /MO

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

(Street)
SAINT LOUIS MO 63101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Post Holdings, Inc. [ POST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2012
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 02/03/2012 A 34,399,000(1) A (2) 34,400,000 D
Common Stock 02/03/2012 J(3) 27,624,015 D $0(3) 6,775,985 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. In connection with the spin-off of Post Holdings, Inc. ("Post") by Ralcorp Holdings, Inc. ("Ralcorp") the shares of Post were issued to Ralcorp pursuant to a Contribution Agreement, dated as of 02/03/12, by and between Post and Ralcorp the "Contribution Agreement" that was approved by the Board of Directors of Post and Ralcorp as the sole shareholder of Post.
2. Ralcorp owned 1,000 shares of Post's outstanding common stock prior to February 3, 2012, which represented 100% of Post's issued and outstanding common stock. Solely as a result of the separation and distribution that was approved by Ralcorp as the sole stockholder of Post and Post's Board of Directors and effected pursuant to the Contribution Agreement, Ralcorp received an additional 34,399,000 shares, resulting in Ralcorp holding an aggregate of 34,400,000 shares.
3. At 11:59 p.m. on February 3, 2012, Ralcorp effected a pro rata distribution to its shareholders of approximately 80.3 percent of Post's common shares held by it. Following the distribution and the other events incident thereto pursuant to the Separation Agreement by and between Ralcorp, Post, and Post Foods LLC, dated February 2, 2012, Ralcorp is no longer a director of Post for purposes of Section 16.
Remarks:
G. A. Billhartz, Secretary 02/07/2012
** 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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