FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HUNT KEVIN J 		2. Issuer Name and Ticker or Trading Symbol

RALCORP HOLDINGS INC /MO [ RAH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Director, CEO & President
(Last)          (First)          (Middle)

800 MARKET STREET, SUITE 2900 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2013
(Street)

ST. LOUIS, MO 63101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/29/2013     D    40001   D   (1) 0   D    
Common Stock   1/29/2013     D    5631   D   (2) 0   (2) I   (2) By 401(K), Executive SIP and Def. Comp.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Restricted Stock Unit with Tax Withholding Right     (3) 1/29/2013     D         50000      (3)   (3) Common Stock   50000     (3) 0   D    
Employee Restricted Stock Unit with Tax Withholding Right     (3) 1/29/2013     D         50000      (3)   (3) Common Stock   50000     (3) 0   D    
Stock Appreciation Right with Tax Withholding Right   $55.78   1/29/2013   (3)   D         29611      (3) 9/24/2018   Common Stock   29611     (3) 0   D    
Stock Appreciation Right with Tax Withholding Right   $47.51   1/29/2013     D         29611      (3) 10/8/2019   Common Stock   29611     (3) 0   D    
Stock Appreciation Right with Tax Withholding Right   $48.50   1/29/2013     D         88833      (3) 9/26/2017   Common Stock   88833     (3) 0   D    
Stock Appreciation Right with Tax Withholding Right   $74.65   1/29/2013     D         85000      (3) 2/14/2022   Common Stock   85000     (3) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger, dated as of November 26, 2012 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Ralcorp"), ConAgra Foods, Inc., and Phoenix Acquistion Sub Inc. ("Merger Sub"), Ralcorp merged with and into Merger Sub on January 29, 2013 (the "Merger"). Upon the effective time of the Merger, each share of Ralcorp common stock was cancelled and exchanged for $90.00 in cash, without interest.
( 2)  Pursuant to the Merger Agreement, amounts held in Issuer's 401(K) Plan, Executive Savings Investment Plan, and Deferred Compensation Plan were designated to another fund due to the applicable Ralcorp fund being terminated upon the effective time of the Merger.
( 3)  Pursuant to the Merger Agreement, each restricted stock unit and stock appreciation right to acquire shares of Ralcorp common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive $90.00 in cash, without interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HUNT KEVIN J
800 MARKET STREET
SUITE 2900
ST. LOUIS, MO 63101 		X
Director, CEO & President

Signatures
Gregory A. Billhartz, Attorney-in-Fact for Kevin J. Hunt 1/29/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Ralcorp (NYSE:RAH)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Ralcorp Charts.
Ralcorp (NYSE:RAH)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Ralcorp Charts.