Harper Bradly A Form 4 Post / BRADLY A HARPER 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^*

HARPER BRADLY A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CHIEF ACCTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2021

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	11/17/2021		F		284(1)	D	$105.95	7,461	D
Common Stock	11/17/2021		F		304(2)	D	$105.95	7,157	D
Common Stock								899.83	I	By 401(k) Plan

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
Restricted Stock Units	(3)	11/16/2021		A		2,269		(4)	11/16/2031	Common Stock	2,269	$0	2,269	D
Restricted Stock Units	(3)	11/16/2021		A		1,641		(5)	11/16/2031	Common Stock	1,641	$0	3,910	D
Restricted Stock Units	(3)	11/16/2021		A		1,172		(6)	11/16/2031	Common Stock	1,172	$0	5,082	D

Explanation of Responses:

1. Surrender of shares in payment of tax withholding due as a result of the vesting of 634 restricted stock units ("RSUs") in accordance with Rule 16b-3.

2. Surrender of shares in payment of tax withholding due as a result of the vesting of 679 RSUs in accordance with Rule 16b-3.

3. Each RSU represents a contingent right to receive one share of Post Holdings, Inc. common stock. The RSUs were granted under the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the "2021 LTIP") in a transaction exempt under Rule 16b-3 and the settlement of the RSUs in shares is subject to shareholder approval of the 2021 LTIP; provided that if such shareholder approval is not obtained, the RSUs will remain outstanding and convert into cash-settled RSUs.

4. One-half of the RSUs vest on each of the first and second anniversaries of the date of grant without any action on the part of the participant.

5. One-third of the RSUs vest on each of the first, second, and third anniversaries of the date of grant without any action on the part of the participant.

6. One-fourth of the RSUs vest on each of the first, second, third and fourth anniversaries of the date of grant without any action on the part of the participant.

Remarks:

	/s/ Diedre J. Gray, Attorney-in-Fact	11/18/2021
	** 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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