Robert V. Vitale - Mar 29, 2022 Form 4 Insider Report for Post Holdings, Inc. (POST)

Role
PRESIDENT & CEO, Director
Signature
/s/ Diedre J. Gray, Attorney-in-Fact
Stock symbol
POST
Transactions as of
Mar 29, 2022
Transactions value $
$0
Form type
4
Date filed
3/31/2022, 04:46 PM
Previous filing
Mar 10, 2022
Next filing
Apr 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction POST Common Stock Award $0 +43.3K +24.22% $0.00 222K Mar 29, 2022 Direct F1, F2, F3
holding POST Common Stock 8.91K Mar 29, 2022 By 2014 Trust
holding POST Common Stock 177K Mar 29, 2022 By 2000 Trust
holding POST Common Stock 105K Mar 29, 2022 By 2020 Family Trust
holding POST Common Stock 90K Mar 29, 2022 By Spouse
holding POST Common Stock 13K Mar 29, 2022 By Spouse's Trust
holding POST Common Stock 13.2K Mar 29, 2022 By Daughter's Trust
holding POST Common Stock 13.2K Mar 29, 2022 By Son's Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction POST Employee Stock Options (right to buy) Award $0 +82.1K +48.28% $0.00 252K Mar 10, 2022 Common Stock 82.1K $33.37 By 2000 Trust F4, F5
transaction POST Employee Stock Options (right to buy) Award $0 +92.7K +48.28% $0.00 285K Mar 10, 2022 Common Stock 92.7K $48.10 Direct F4, F5
transaction POST Employee Stock Options (right to buy) Award $0 +35K +48.28% $0.00 107K Mar 10, 2022 Common Stock 35K $54.06 Direct F4, F5
transaction POST Restricted Stock Units Award $0 +21.5K +48.28% $0.00 66.1K Mar 10, 2022 Common Stock 21.5K Direct F6, F7, F8
holding POST Phantom Stock 2.15K Mar 29, 2022 Common Stock 2.15K By XSIP F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the spin-off of BellRing Brands, Inc. by Post Holdings, Inc. ("Post"), which closed on March 10, 2022 (the "Spin-Off"), performance-based restricted stock units with a total shareholder return performance metric granted in 2019 (the "2019 PRSUs") and outstanding as of immediately prior to the Spin-Off were converted into time-based restricted stock units, with the number of shares subject to such time-based restricted stock units determined based on Post's achievement of Post's Relative TSR Percentile Rank (as such term is defined in the award agreement for the grant of the 2019 PRSUs (the "Award Agreement"); provided, that the Ending Stock Price (as such term is defined in the Award Agreement) was determined based on the average of the closing sale prices for a share of common stock of the applicable company for the 250 trading days immediately preceding and including March 10, 2022.
F2 The restricted stock units will vest in full on October 15, 2022 (subject to the Reporting Person's continued employment through such date). An adjustment was also made to the number of converted time-based restricted stock units by providing additional Post restricted stock units to the Reporting Person in order to reflect the impact of the Spin-Off.
F3 In connection with the Spin-Off, and in accordance with their terms, adjustments were made to outstanding restricted stock unit awards by providing additional Post restricted stock units to the Reporting Person in order to reflect the impact of the Spin-Off.
F4 In connection with the Spin-Off and in accordance with its terms, adjustments were made to outstanding stock option awards by increasing the number of stock options and reducing the exercise price in order to reflect the impact of the Spin-Off.
F5 Options are fully vested.
F6 Each restricted stock unit represents a contingent right to receive one share of Post's common stock. The restricted stock units were granted under the Post Holdings, Inc. 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3 on November 16, 2021.
F7 Represents an adjustment to the outstanding restricted stock units to reflect the impact of the Spin-Off.
F8 One-third of the restricted stock units vest on each of the first, second, and third anniversaries of the date of grant without any action on the part of the participant.
F9 Each share of phantom stock is the economic equivalent of one share of Post common stock.
F10 Phantom stock has no fixed exercisable or expiration dates.
F11 Upon the completion of the Spin-Off, the number of shares of phantom stock in the Reporting Person's account under Post's Executive Savings Investment Plan (the "Plan") was adjusted, as provided under the Plan, to preserve the pre-Spin-Off market value of the shares of phantom stock.