FMR LLC – ‘SC 13G’ on 2/14/13 re: Ralcorp Holdings Inc/MO

On:  Thursday, 2/14/13, at 2:08pm ET   ·   Accession #:  315066-13-2710   ·   File #:  5-51223

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      5±    23K 

Document Table of Contents

SCHEDULE 13G                                                                    

Amendment No. 0                                                                 
Ralcorp Holdings Inc                                                            
Common Stock                                                                    
Cusip #751028101                                                                

Cusip #751028101                                                                
Item 1: Reporting Person - FMR LLC                                              
Item 4: Delaware                                                                
Item 5: 3,033,770                                                               
Item 6: 0                                                                       
Item 7: 3,033,770                                                               
Item 8: 0                                                                       
Item 9: 3,033,770                                                               
Item 11:        5.511%                                                          
Item 12:            HC                                                          

Cusip #751028101                                                                
Item 1: Reporting Person - Edward C. Johnson 3d                                 
Item 4: United States of America                                                
Item 5: 0                                                                       
Item 6: 0                                                                       
Item 7: 3,033,770                                                               
Item 8: 0                                                                       
Item 9: 3,033,770                                                               
Item 11:        5.511%                                                          
Item 12:        IN                                                              

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     

Item 1(a).      Name of Issuer:                                                 

Ralcorp Holdings Inc                            

Item 1(b).      Name of Issuer's Principal Executive Offices:                   

800 Market Street                               
Suite 2900                                      
St. Louis, Missouri  63101                      
USA                                             

Item 2(a).      Name of Person Filing:                                          

FMR LLC                                         

Item 2(b).      Address or Principal Business Office or, if None,               
Residence:                                                                      

82 Devonshire Street, Boston,                   
Massachusetts  02109                                                            

Item 2(c).      Citizenship:                                                    

Not applicable                                  

Item 2(d).      Title of Class of Securities:                                   

Common Stock                                    

Item 2(e).      CUSIP Number:                                                   

751028101                                       

Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)           
and the person filing, FMR LLC, is a parent holding company                     
in accordance with Section 240.13d-1(b)(ii)(G).  (Note:  See                    
Item 7).                                                                        

Item 4. Ownership                                                               

(a)     Amount Beneficially Owned:      3,033,770               

(b)     Percent of Class:       5.511%                          

(c)     Number of shares as to which such                       
person has:                                                                     

(i)     sole power to vote or to direct                         
the vote:       3,033,770                                                       

(ii)    shared power to vote or to                              
direct the vote:        0                                                       

(iii)   sole power to dispose or to                             
direct the disposition of:      3,033,770                                       

(iv)    shared power to dispose or to                           
direct the disposition of:      0                                               

Item 5. Ownership of Five Percent or Less of a Class.                           

Not applicable.                                                 

Item 6. Ownership of More than Five Percent on Behalf of Another                
Person.                                                                         

Various persons have the right to receive or the power to       
direct the receipt of dividends from, or the proceeds from the                  
sale of, the Common Stock of Ralcorp Holdings Inc.  No one                      
person's interest in the Common Stock of Ralcorp Holdings                       
Inc is more than five percent of the total outstanding Common                   
Stock.                                                                          

Item 7. Identification and Classification of the Subsidiary Which               
Acquired the Security Being Reported on By the Parent                           
Holding Company.                                                                

See attached Exhibit A.                                         

Item 8. Identification and Classification of Members of                         
the Group.                                                                      

Not applicable.  See attached Exhibit A.                        

Item 9. Notice of Dissolution of Group.                                         

Not applicable.                                                 

Item 10.        Certification.                                                  

By signing below I certify that, to the best of my knowledge    
and belief, the securities referred to above were acquired in the               
ordinary course of business and were not acquired for the                       
purpose of and do not have the effect of changing or                            
influencing the control of the issuer of such securities and                    
were not acquired in connection with or as a participant in any                 
transaction having such purpose or effect.                                      

Signature                                                                       

After reasonable inquiry and to the best of my knowledge and    
belief, I certify that the information set forth in this statement              
is true, complete and correct.                                                  

February 13, 2013                                                               
Date                                                                            

/s/ Scott C. Goebel                                                           
Signature                                                                       

Scott C. Goebel                                                                 
Duly authorized under Power of Attorney                                         
effective as of June 1, 2008 by and on behalf of FMR LLC                        
and its direct and indirect  subsidiaries                                       

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     

Pyramis Global Advisors, LLC ("PGALLC"), 900                    
Salem Street, Smithfield, Rhode Island, 02917, an indirect                      
wholly-owned subsidiary of FMR LLC and an investment                            
adviser registered under Section 203 of the Investment                          
Advisers Act of 1940, is the beneficial owner of 2,919,070                      
shares or 5.303% of the outstanding Common Stock of                             
Ralcorp Holdings Inc as a result of its serving as investment                   
adviser to institutional accounts, non-U.S. mutual funds, or                    
investment companies registered under Section 8 of the                          
Investment Company Act of 1940 owning such shares.                              

Edward C. Johnson 3d and FMR LLC, through its                   
control of PGALLC, each has sole dispositive power over                         
2,919,070 shares and sole power to vote or to direct the voting                 
of 2,919,070 shares of Common Stock owned by the                                
institutional accounts or funds advised by PGALLC as                            
reported above.                                                                 

Pyramis Global Advisors Trust Company ("PGATC"),                
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect                  
wholly-owned subsidiary of FMR LLC and a bank as defined                        
in Section 3(a)(6) of the Securities Exchange Act of 1934, is                   
the beneficial owner of 114,700 shares or 0.208% of the                         
outstanding Common Stock of the Ralcorp Holdings Inc as a                       
result of its serving as investment manager of institutional                    
accounts owning such shares.                                                    

Edward C. Johnson 3d and FMR LLC, through its                   
control of Pyramis Global Advisors Trust Company, each has                      
sole dispositive power over 114,700 shares and sole power to                    
vote or to direct the voting of 114,700 shares of Common                        
Stock owned by the institutional accounts managed by                            
PGATC as reported above.                                                        

Members of the family of Edward C. Johnson 3d,                  
Chairman of FMR LLC, are the predominant owners, directly                       
or through trusts, of Series B voting common shares of FMR                      
LLC, representing 49% of the voting power of FMR LLC.                           
The Johnson family group and all other Series B shareholders                    
have entered into a shareholders' voting agreement under                        
which all Series B voting common shares will be voted in                        
accordance with the majority vote of Series B voting common                     
shares.  Accordingly, through their ownership of voting                         
common shares and the execution of the shareholders' voting                     
agreement, members of the Johnson family may be deemed,                         
under the Investment Company Act of 1940, to form a                             
controlling group with respect to FMR LLC.                                      

SCHEDULE 13G - TO BE INCLUDED IN                                
STATEMENTS                                                                      
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)                     
RULE 13d-1(f)(1)  AGREEMENT                                     

The undersigned persons, on February 13, 2013, agree            
and consent to the joint filing on their behalf of this Schedule                
13G in connection with their beneficial ownership of the                        
Common Stock of Ralcorp Holdings Inc at December 31,                            
2012.                                                                           

FMR LLC                                                         

By /s/ Scott C. Goebel                                          
Scott C. Goebel                                                 
Duly authorized under Power of Attorney effective as            
of June 1, 2008, by and on behalf of FMR LLC and its direct                     
and indirect subsidiaries                                                       

Edward C. Johnson 3d                                            

By /s/ Scott C. Goebel                                          
Scott C. Goebel                                                 
Duly authorized under Power of Attorney effective as            
of June 1, 2008, by and on behalf of Edward C. Johnson 3d                       

Pyramis Global Advisors, LLC                                    

By /s/ Ashling Kanavos                                          
Ashling Kanavos                                                 
Duly authorized under Power of Attorney                         
dated April 6, 2009, by William E. Dailey                       
Chief Financial Officer and Treasurer                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		2/14/13		13F-HR,  3,  SC 13G,  SC 13G/A
		2/13/13		SC 13G
		12/31/12		13F-HR,  4
		4/6/09
		6/1/08
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