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)

1251 N.W. BRIARCLIFF PARKWAY

SUITE 500

(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)
07/23/2010

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	07/23/2010		U		15,366⁽¹⁾	D	$53	14,320⁽²⁾	D
Class A Common Stock, par value $.001 per share	07/27/2010		D		14,320⁽³⁾	D	$53	0	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)
Stock Appreciation Right	$9.02	07/27/2010		D			16,048	⁽⁴⁾	01/09/2014	Class A Common Stock	16,048	$43.98	0	D
Stock Appreciation Right	$7.15	07/27/2010		D			21,400	⁽⁵⁾	12/07/2014	Class A Common Stock	21,400	$45.85	0	D
Stock Appreciation Right	$6.5	07/27/2010		D			11,499	⁽⁶⁾	01/18/2015	Class A Common Stock	11,499	$46.5	0	D
Stock Appreciation Right	$24.76	07/27/2010		D			11,578	⁽⁷⁾	01/20/2016	Class A Common Stock	11,578	$28.24	0	D
Stock Appreciation Right	$33.8	07/27/2010		D			9,679	⁽⁸⁾	12/22/2016	Class A Common Stock	9,679	$19.2	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of American Italian Pasta Company (the "Company") held by the reporting person tendered pursuant to the tender offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of June 20, 2010 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Parent"), Excelsior Acquisition Co., a wholly owned subsidiary of Parent ("Purchaser"), and the Company, as amended.

2. Represents shares of restricted Class A Common Stock that were not tendered on the acceptance date of the Offer and which vest immediately prior to the effective time of the merger pursuant to the Merger Agreement.

3. Pursuant to the Merger Agreement, these shares of restricted Class A Common Stock were canceled in the merger for a cash payment of the merger consideration of $53.00.

4. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 9, 2011, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).

5. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 7, 2011, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).

6. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 18, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).

7. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 20, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).

8. Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 22, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).

	/s/ Paul R. Geist, by Robert W. Schuller as Attorney-in-Fact	07/27/2010
	** Signature of Reporting Person	Date
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