Post Holdings, Inc. — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Post Holdings Partnering Corp (PSPC)
CIK: 0001843716
Period of Report: 2021-06-01

Reporting Person: PHPC Sponsor, LLC (10% Owner)
Reporting Person: Post Holdings, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Series A common stock	J	90000	—	Acquired	5090000	Direct

Footnotes

F1: In connection with the issuer's initial public offering ("IPO"), the issuer has granted the underwriters of the issuer's IPO, a 45-day option to purchase up to an additional 4,500,000 units at the IPO price to cover over-allotments, if any. Concurrently with the underwriters' exercise of the over-allotment option, the Sponsor (as defined below) purchased 90,000 of the issuer's private placement units for $10.00 per private placement unit. As described in the issuer's registration statement on Form S-1 (File No. 333-252910), each private placement unit includes one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of a redeemable warrant to purchase a share of Series A common stock at a price of $11.50 per share.

F2: (Continued from Footnote 1) The private placement units were acquired pursuant to a private placement units purchase agreement by and between the issuer and the Sponsor. The securities comprising the private placement units may not be transferred or sold until 30 days after the issuer's partnering transaction.

F3: This Form 4 is being filed by the following reporting persons: PHPC Sponsor, LLC, sponsor of the issuer (the "Sponsor") and Post Holdings, Inc. ("Post Holdings" and, together with the Sponsor, the "Reporting Persons"). Post Holdings is the sole member of the Sponsor. Post Holdings controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.