PHPC Sponsor, LLC - May 25, 2021 Form 3 Insider Report for Post Holdings Partnering Corp (PSPC)

Role
10%+ Owner
Signature
PHPC Sponsor, LLC, /s/ Elizabeth Minogue, as attorney in fact for PHPC Sponsor, LLC
Stock symbol
PSPC
Transactions as of
May 25, 2021
Transactions value $
$0
Form type
3
Date filed
5/25/2021, 08:07 PM
Next filing
Jun 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PSPC Series A common stock 5M May 25, 2021 Direct F1, F4

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
holding PSPC Series F common stock May 25, 2021 See footnote 8.63M Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Concurrently with the issuer's initial public offering, the Sponsor (as defined below) purchased (i) 4,000,000 units in the offering and (ii) 1,000,000 of the issuer's private placement units for $10.00 per private placement unit, which 5,000,000 units, as described in the issuer's registration statement on Form S-1 (File No. 333-252910) (the "Registration Statement"), each include one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of a redeemable warrant to purchase a share of Series A common stock at a price of $11.50 per share. The securities comprising the private placement units may not be transferred or sold until 30 days after the issuer's partnering transaction.
F2 As described in the Registration Statement under the heading "Description of Securities-Founder Shares", the shares of Series F common stock, par value $0.0001 per share ("Series F common stock"), will automatically convert into shares of Series B common stock, par value $0.0001 per share ("Series B common stock"), of the issuer at the time of the issuer's partnering transaction, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. Prior to and following the consummation of the partnering transaction, at the option of the holder, shares of Series B common stock are convertible into shares of Series A common stock.
F3 The shares of Series F common stock owned by the reporting persons include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement.
F4 This Form 3 is being filed by the following reporting persons: PHPC Sponsor, LLC, sponsor of the issuer (the "Sponsor") and Post Holdings, Inc. ("Post Holdings" and, together with the Sponsor, the "Reporting Persons"). Post Holdings is the sole member of the Sponsor. Post Holdings controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney Exhibit 24.2 Power of Attorney Exhibit 99.1 Joint Filer Information