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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
WESTPHAL MARK W
(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)
PRES., FOODSERVICE
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
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
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 (1) 11/13/2024(2) A 14,277 (3) (3) Common Stock 14,277 $0 14,277 D
Restricted Stock Units (1) 11/13/2024(2) A 3,097 (4) (4) Common Stock 3,097 $0 3,097 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Post Holdings, Inc. ("Post") common stock or a cash payment or other consideration, in each case, based on the fair market value of Post's common stock on the applicable vesting date, in the discretion of the Corporate Governance and Compensation Committee (the "CGCC") of Post's Board of Directors (the "Board"), without any action on the part of the participant. The RSUs were granted by the CGCC on November 12, 2024 under the Amended and Restated Post Holdings, Inc. 2021 Long-Term Incentive Plan (the "A&R 2021 Plan"), subject to the Board approving the A&R 2021 Plan, which occurred on November 13, 2024, in a transaction exempt under Rule 16b-3.
2. The RSUs were granted by the CGCC on November 12, 2024, subject to the Board approving the A&R 2021 Plan, which occurred on November 13, 2024.
3. One-third of the RSUs vest on each of the first, second and third anniversaries of November 12, 2024 without any action on the part of the participant, subject to the terms of the applicable award agreements.
4. The RSUs vest on the first anniversary of November 12, 2024 without any action on the part of the participant, subject to the terms of the applicable award agreements.
Remarks:
/s/ Diedre J. Gray, Attorney-in-Fact 11/14/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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