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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Post Holdings, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
737446104 (CUSIP Number) |
William P. Stiritz 790 Briar Hill Road, Belleville, IL, 62223 618-398-7781 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 737446104 |
| 1 |
Name of reporting person
William P. Stiritz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,660,228.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent ownership information included on line 13 above in this Amendment No. 2 to Schedule 13D is based on 56,271,836 shares of Common Stock, par value $0.01 per share, of Post Holdings, Inc., a Missouri corporation (the "Issuer"), issued and outstanding as of February 13, 2025, according to information provided by the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Post Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2503 S. Hanley Rd, St. Louis,
MISSOURI
, 63144. | |
Item 1 Comment:
EXPLANATORY NOTE - This Amendment No. 2 to Schedule 13D relates to the Schedule 13D filed by William P. Stiritz (the "Reporting Person") with the Securities and Exchange Commission (the "SEC") on December 1, 2016 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 22, 2021 ("Amendment No. 1" and the Initial Schedule 13D as amended by Amendment No. 1, the "Schedule 13D"), and amends the Schedule 13D as specifically set forth herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(e) of the Schedule 13D are hereby amended and restated as follows: As of the date hereof, the Reporting Person beneficially owns, in the aggregate, 4,660,228 shares of Common Stock of the Issuer (the "Common Stock"), representing approximately 8.28% of the Issuer's outstanding shares of Common Stock. The Reporting Person beneficially owns shares of Common Stock of the Issuer directly (4,106,727 shares) and through The Wildwood Trust, of which the Reporting Person is Trustee (169,369 shares), and through his spouse, Susan Stiritz (384,132 shares). | |
| (b) | The number of shares as to which there is sole power to vote or to direct the vote is 4,276,096. The number of shares as to which there is the shared power to vote or to direct the vote is 384,132. The number of shares as to which there is sole power to dispose or to direct the disposition is 4,276,096. The number of shares as to which there is shared power to dispose or to direct the disposition is 384,132. The Reporting Person shares voting and disposition rights with his spouse with respect to 384,132 shares.
Susan Stiritz's address is 790 Briar Hill Road, Belleville, Illinois 62223. Mrs. Stiritz is a professor at Washington University in St. Louis, One Brookings Drive, St. Louis, Missouri 63130. During the last five years, Mrs. Stiritz has not been convicted in a criminal proceeding. During the last five years, Mrs. Stiritz has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in her being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws. Mrs. Stiritz is a citizen of the United States. | |
| (c) | The Reporting Person has effected no transactions in the Common Stock of the Issuer within the past sixty days. | |
| (d) | Except for the Reporting Person's spouse, no person other than the Reporting Person has the right to receive dividends on, and any proceeds from the disposition of, any shares of Common Stock reported as owned by him in this Item 5 above. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: On January 30, 2024, the Reporting Person was awarded 2,700 restricted stock units (the "2024 RSUs"). The 2024 RSUs vested on January 30, 2025. The Reporting Person elected to defer settlement of the 2024 RSUs such that settlement will occur in ten annual installments, beginning six months after his separation from service as a director of the Issuer and thereafter following each of the first nine anniversaries of such separation from service, subject to acceleration of all unpaid settlements upon the occurrence of a change in control or the death of the Reporting Person.
On February 4, 2025, the Reporting Person was awarded 2,500 restricted stock units (the "2025 RSUs", and together with the 2024 RSUs, the "RSUs"). The 2025 RSUs will vest on February 4, 2026, subject to earlier vesting due to certain events as set forth in the 2025 RSU award agreement.
Each 2024 RSU represents a right to receive one share of Common Stock, and each 2025 RSU represents a contingent right to receive one share of Common Stock. The RSUs were awarded to the Reporting Person as a director of the Issuer, in each case subject to a written agreement, the forms of which have been filed with the SEC by the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 10.6 Form of Non-Employee Director Restricted Stock Unit Agreement (United States Non-Employee Directors) (Incorporated by reference to Exhibit 10.52 to the Issuer's Form 10-Q filed on May 6, 2022); and
Exhibit 10.7 Form of Non-Employee Director Restricted Stock Unit Agreement (United States Non-Employee Directors) (Incorporated by reference to Exhibit 10.53 to the Issuer's Form 10-Q filed on February 7, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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