Gregory L Curl Form 4 Post / GREGORY L CURL ownership change

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^*

CURL GREGORY L

(Last) (First) (Middle)

C/O POST HOLDINGS, INC.

2503 S. HANLEY ROAD

(Street)

ST. LOUIS MO 63144

(City) (State) (Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2022		A	V	675(1)	A	$0	19,907	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Post Holdings, Inc. Stock Equivalents	(2)	03/31/2022		A		144.38		(3)	(3)	Common Stock	144.38	$69.26	2,112.052(4)	D
Stock Appreciation Rights	$25.56(5)	03/10/2022		A	V	2,414(5)		(6)	02/05/2023	Common Stock	2,414	$0	7,414	D
Stock Appreciation Rights	$36.46(5)	03/10/2022		A	V	2,414(5)		(6)	02/04/2024	Common Stock	2,414	$0	7,414	D
Stock Appreciation Rights	$31.45(5)	03/10/2022		A	V	2,414(5)		(6)	02/03/2025	Common Stock	2,414	$0	7,414	D

Explanation of Responses:

1. In connection with the spin-off of BellRing Brands, Inc. by Post Holdings, Inc. ("Post"), which closed on March 10, 2022 (the "Spin-Off"), and in accordance with their terms, adjustments were made to outstanding restricted stock unit awards by providing additional Post restricted stock units to the Reporting Person in order to reflect the impact of the Spin-Off.

2. Reporting Person's retainers earned as a Director of Post are deferred into Post Holdings, Inc. stock equivalents under Post's Deferred Compensation Plan for Non-Management Directors (the "Post Director Deferred Compensation Plan"). Reporting Person is credited with stock equivalents as soon as administratively practicable following the month in which such retainer is earned. The value of these stock equivalents is distributed (on a one-for-one basis) in the form of cash upon retirement from the Board of Directors.

3. The stock equivalents have no fixed exercisable or expiration dates.

4. Upon the completion of the Spin-Off, the number of stock equivalents in the Reporting Person's account under the Post Director Deferred Compensation Plan was adjusted, as provided under the Post Director Deferred Compensation Plan, to preserve the pre-Spin-Off market value of the stock equivalents.

5. In connection with the Spin-Off and in accordance with its terms, adjustments were made to the outstanding stock appreciation right award by increasing the number of stock appreciation rights and reducing the exercise price in order to reflect the impact of the Spin-Off.

6. Stock appreciation rights are fully vested.

Remarks:

	/s/ Diedre J. Gray, Attorney-in-Fact	04/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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