Mark W. Westphal - Mar 29, 2022 Form 4 Insider Report for Post Holdings, Inc. (POST)

Role: PRES., FOODSERVICE
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, 04:47 PM
Previous filing: Nov 18, 2021
Next filing: Oct 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	POST	Common Stock	Award	$0	+10.6K	+14.88%	$0.00	81.5K	Mar 29, 2022	Direct	F1, F2, F3
holding	POST	Common Stock						16.3K	Mar 29, 2022	By 401(k) Plan

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	+9.9K	+48.28%	$0.00	30.4K	Mar 10, 2022	Common Stock	9.9K	$53.63	Direct	F4, F5
transaction	POST	Employee Stock Options (right to buy)	Award	$0	+11.2K	+48.28%	$0.00	34.3K	Mar 10, 2022	Common Stock	11.2K	$62.10	Direct	F4, F5
transaction	POST	Restricted Stock Units	Award	$0	+5.89K	+48.28%	$0.00	18.1K	Mar 10, 2022	Common Stock	5.89K		Direct	F6, F7, F8

* 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.