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Stiritz William P – ‘4’ for 11/21/16 re: Post Holdings, Inc.

On:  Wednesday, 11/23/16, at 5:24pm ET   ·   For:  11/21/16   ·   As:  Director   ·   Accession #:  1530950-16-518   ·   File #:  1-35305

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/23/16  Stiritz William P                 4          Director    1:11K  Post Holdings, Inc.               Post Holdings, Inc.

Statement of Changes in Beneficial Ownership of Securities   —   Form 4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     11K 
                          Securities --                                          
                          wf-form4_147993983513714.xml/3.6                       


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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
STIRITZ WILLIAM P

(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)
11/21/16
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 11/21/16  M (1)  300,000 A $31.25 1,381,996 D 
Common Stock 11/21/16  P  100,000 A $75.6818 (2) 250,073 I By Spouse
Common Stock 11/21/16  P  10,000 A $74.4755 (3) 30,000 I By Daughter (4)
Common Stock 11/21/16  P  10,000 A $74.4451 (5) 33,091 I By Son (4)
Common Stock        199,735 I By Trust
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
Employee Stock Option (right to buy) $31.25 11/21/16  M   300,000 (6) 5/29/22 Common Stock 300,000 $0 1,050,000 D 
Explanation of Responses:
(1)  The Reporting Person exercised stock options to purchase 300,000 shares of the Issuer's common stock in a transaction exempt under Rule 16b-3. There were no sales of the Issuer's common stock by the Reporting Person in connection with this transaction.
(2)  The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.08 to $77.41 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)  The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.24 to $75.72 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)  Adult child that does not reside in the Report Person's household in which the Reporting Person has shared investment powers.
(5)  The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.16 to $75.87 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)  The option to purchase 1,550,000 shares of common stock was awarded under the Post Holdings, Inc. 2012 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3 and vested in equal increments over three years.
Remarks:

 /s/ Diedre J. Gray, Attorney-in-Fact 11/23/16
 ** 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.

________
Transaction Codes:
    M:  Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
    P:  Open market or private purchase of non-derivative or derivative security.
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Filing Submission 0001530950-16-000518   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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