Post Holdings Inc.

11/14/2024 | Press release | Distributed by Public on 11/14/2024 16:22

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
CATOGGIO NICOLAS
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 & CEO, PCB
(Last) (First) (Middle)
C/O POST HOLDINGS, INC., 2503 S. HANLEY ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024
(Street)
ST. LOUIS, MO 63144 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/12/2024 A 12,168(1) A $ 0 99,511 D
Common Stock 11/12/2024 F 5,549(2) D $109.52 93,962 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 11/13/2024(4) A 15,845 (5) (5) Common Stock 15,845 $ 0 15,845 D
Restricted Stock Units (3) 11/13/2024(4) A 3,326 (6) (6) Common Stock 3,326 $ 0 3,326 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CATOGGIO NICOLAS
C/O POST HOLDINGS, INC.
2503 S. HANLEY ROAD
ST. LOUIS, MO 63144 		PRES & CEO, PCB

Signatures

/s/ Diedre J. Gray, Attorney-in-Fact 11/14/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Acquisition of shares pursuant to Rule 16b-3 upon payout of earned performance share award ("PRSUs") under a shareholder approved equity plan. The payout was based on the level of achievement of certain financial targets for the performance period October 1, 2021 through September 30, 2024.
(2) Surrender of shares in payment of tax withholding due as a result of the vesting of 12,168 PRSUs in accordance with Rule 16b-3.
(3) 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.
(4) 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.
(5) 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 agreement.
(6) 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 agreement.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.