Post Holdings, Inc. — Director's Dealing 2018

Nov 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Post Holdings, Inc. (POST)
CIK: 0001530950
Period of Report: 2018-11-13

Reporting Person: GRAY DIEDRE J (EVP, GC & CAO, SECY)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-13	Common Stock	A	5938	—	Acquired	13606	Direct
2018-11-13	Common Stock	M	965	—	Acquired	14571	Direct
2018-11-13	Common Stock	F	292	$92.08	Disposed	14279	Direct
2018-11-14	Common Stock	F	656	$91.65	Disposed	13623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-13	Employee Stock Options (right to buy)	$92.08	A	16966	Acquired	2028-11-13	Common Stock (16966.0)	Direct
2018-11-13	Restricted Stock Units	$	M	965	Disposed	2027-11-13	Common Stock (965.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8832	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Post Holdings, Inc. common stock. The restricted stock units were granted under the Post Holding, Inc. 2016 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3 and vest in equal annual installments over three years.

F2: Surrender of shares in payment of tax withholding due as a result of the vesting of 965 RSUs in accordance with Rule 16b-3.

F3: Surrender of shares in payment of tax withholding due as a result of the vesting of 2,167 RSUs in accordance with Rule 16b-3.

F4: The option to purchase 16,966 shares of common stock was awarded under the Post Holdings, Inc. 2016 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3 and vest in equal annual installments over three years.

F5: Each restricted stock unit represents a contingent right to receive one share of Post Holdings, Inc. common stock or a cash payment equal to the fair market value of one share of common stock at the Company's discretion upon vesting. The restricted stock units were awarded on November 13, 2017 under the Post Holdings, Inc. 2016 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3 and vest in equal annual installments over three years.

F6: One-third of the restricted stock units vest on each of the first, second, and third anniversaries of the date of grant without any action on the part of the participant.