Diedre J. Gray - Mar 29, 2022 Form 4 Insider Report for Post Holdings, Inc. (POST)

Role: EVP, GC & CAO, SECY
Signature: /s/ Diedre J. Gray
Stock symbol: POST
Transactions as of: Mar 29, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/31/2022, 04:45 PM
Previous filing: Jan 6, 2022
Next filing: Apr 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	POST	Common Stock	Award	$0	+10.8K	+18.78%	$0.00	68.2K	Mar 29, 2022	Direct	F1, F2, F3
holding	POST	Common Stock						25.8K	Mar 29, 2022	By 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	+8.19K	+48.28%	$0.00	25.2K	Mar 10, 2022	Common Stock	8.19K	$62.10	Direct	F4, F5
transaction	POST	Restricted Stock Units	Award	$0	+4.64K	+48.28%	$0.00	14.2K	Mar 10, 2022	Common Stock	4.64K		Direct	F6, F7, F8
transaction	POST	Restricted Stock Units	Award	$0	+6.45K	+48.28%	$0.00	19.8K	Mar 10, 2022	Common Stock	6.45K		Direct	F7, F9, F10

* 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 the outstanding stock option award 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 a cash payment based on the greater of the fair market value of Post's common stock on the applicable vesting date or the value on the date of grant without any action on the part of the participant.
F7	Represents an adjustment to the outstanding restricted stock units to reflect the impact of the Spin-Off.
F8	20% of the restricted stock units vested on the date that was six years after the date of grant and an additional 20% of the restricted stock units vest on each annual anniversary thereafter up to the tenth anniversary of the date of grant subject to the Reporting Person's continued employment through such date.
F9	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.
F10	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.