Post Holdings, Inc. — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Post Holdings, Inc. (POST)
CIK: 0001530950
Period of Report: 2012-02-03

Reporting Person: RALCORP HOLDINGS INC /MO (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock	A	34399000	—	Acquired	34400000	Direct
2012-02-03	Common Stock	J	27624015	—	Disposed	6775985	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.