Post Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PHPC Sponsor, LLC

(Last)

(First)

(Middle)

2503 S. HANLEY ROAD

(Street)

ST. LOUIS

63144

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Post Holdings Partnering Corp [ PSPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	05/30/2023		D		4,000,000⁽¹⁾	D	$10.24⁽²⁾	1,090,000	D⁽³⁾
Series A Common Stock	05/30/2023		D		1,090,000⁽¹⁾	D	$0⁽⁴⁾	0	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Common Stock	⁽⁵⁾	05/30/2023		D			8,624,999	⁽⁵⁾	⁽⁵⁾	Series A Common Stock	8,624,999	$0⁽⁴⁾	1	D⁽³⁾

1. Name and Address of Reporting Person^*

PHPC Sponsor, LLC

(Last)

(First)

(Middle)

2503 S. HANLEY ROAD

(Street)

ST. LOUIS

63144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Post Holdings, Inc.

(Last)

(First)

(Middle)

2503 S. HANLEY ROAD

(Street)

ST. LOUIS

63144

(City)

(State)

(Zip)

Explanation of Responses:

1. Concurrently with the Issuer's initial public offering (the ?IPO?), the Sponsor (as defined below) purchased (i) 4,000,000 units in the IPO and (ii) 1,090,000 of the Issuer's private placement units for $10.00 per private placement unit, which 5,090,000 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 one redeemable warrant to purchase one share of Series A common stock at an exercise price of $11.50 per share.

2. The reported securities were redeemed by the Issuer for approximately $10.24 per share in accordance with the Issuer?s amended and restated certificate of incorporation.

3. This Form 4 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.

4. This Form 4 reflects the surrender to the Issuer of 1,090,000 private placement units and 8,624,999 shares of Series F common stock, par value $0.0001 per share ("Series F common stock"), for no consideration by the Sponsor pursuant to a share surrender letter, dated May 30, 2023, from the Sponsor to the Issuer.

5. As described in the Registration Statement under the heading "Description of Securities-Founder Shares", the shares of Series F common stock would have automatically converted 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 had 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 would have been convertible into shares of Series A common stock.

Remarks:

	PHPC Sponsor, LLC, /s/ Elizabeth Minogue, Attorney-in-Fact	05/31/2023
	Post Holdings, Inc., /s/ Elizabeth Minogue, Attorney-in-Fact	05/31/2023
	** 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).
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Post (POST) Form 4Change in insider ownership