Edgar Filing: Post Holdings, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RALCORP HOLDINGS INC /MO

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)

(Last)

(First)

(Middle)

800 MARKET STREET, SUITE 2900

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2012

(Street)

SAINT LOUIS, MO 63101

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
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

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RALCORP HOLDINGS INC /MO 800 MARKET STREET SUITE 2900 SAINT LOUIS, MO 63101	X	X

Signatures

G. A. Billhartz, Secretary		02/07/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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