0001140361-13-003546.txt : 20130129 0001140361-13-003546.hdr.sgml : 20130129 20130129170850 ACCESSION NUMBER: 0001140361-13-003546 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130129 FILED AS OF DATE: 20130129 DATE AS OF CHANGE: 20130129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUNT KEVIN J CENTRAL INDEX KEY: 0001184292 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 13556137 MAIL ADDRESS: STREET 1: RALCORP HOLDINGS INC STREET 2: 800 MARKET STREET STE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 1001 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 4 1 doc1.xml FORM 4 X0306 4 2013-01-29 1 0001029506 RALCORP HOLDINGS INC /MO RAH 0001184292 HUNT KEVIN J 800 MARKET STREET SUITE 2900 ST. LOUIS MO 63101 1 1 0 0 Director, CEO & President Common Stock 2013-01-29 4 D 0 40001 D 0 D Common Stock 2013-01-29 4 D 0 5631 D 0 I By 401(K), Executive SIP and Def. Comp. Employee Restricted Stock Unit with Tax Withholding Right 2013-01-29 4 D 0 50000 D Common Stock 50000 0 D Employee Restricted Stock Unit with Tax Withholding Right 2013-01-29 4 D 0 50000 D Common Stock 50000 0 D Stock Appreciation Right with Tax Withholding Right 55.78 2013-01-29 4 D 0 29611 D 2018-09-24 Common Stock 29611 0 D Stock Appreciation Right with Tax Withholding Right 47.51 2013-01-29 4 D 0 29611 D 2019-10-08 Common Stock 29611 0 D Stock Appreciation Right with Tax Withholding Right 48.50 2013-01-29 4 D 0 88833 D 2017-09-26 Common Stock 88833 0 D Stock Appreciation Right with Tax Withholding Right 74.65 2013-01-29 4 D 0 85000 D 2022-02-14 Common Stock 85000 0 D 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. 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. 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. Gregory A. Billhartz, Attorney-in-Fact for Kevin J. Hunt 2013-01-29