8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2014

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri	1-35305	45-3355106
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure.

On July 28, 2014, Post Holdings, Inc. issued a press release announcing the closing of the exchange offer for $350,000,000 of its 7.375% Senior Notes due 2022 originally issued in July 2013. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 28, 2014	Post Holdings, Inc.
	(Registrant)
	By:	/s/ Robert V. Vitale
		Name: Robert V. Vitale
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 28, 2014

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EX-99.1

Exhibit 99.1

Post Holdings Announces Closing of Exchange Offer for

7.375% Senior Notes Due 2022

St. Louis, Missouri - July 28, 2014 - Post Holdings, Inc. (NYSE:POST) has announced the closing of an exchange offer pursuant to which it offered to exchange up to $350,000,000 in aggregate principal amount of its 7.375% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an effective registration statement on Form S-4 filed with the Securities and Exchange Commission (the “new notes”), for an equal aggregate principal amount of its outstanding 7.375% Senior Notes due 2022 (the “original notes”).

The original notes were issued on July 18, 2013 in a transaction exempt from registration under the Securities Act. The terms of the new notes are substantially identical to the terms of the original notes, except that the new notes have been registered under the Securities Act, are not subject to restrictions on transfer, and do not entitle their holders to registration rights or special interest.

The exchange offer expired Friday, July 25, 2014, and as of 5:00 p.m., New York time on Monday, July 28, 2014, all of the outstanding old notes, including those submitted pursuant to notices of guaranteed delivery, had been tendered for exchange.

This press release is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any security. The exchange offer was made only pursuant to a prospectus dated June 25, 2014 and related exchange documents, including a letter of transmittal, that were filed with the Securities and Exchange Commission as part of a Registration Statement on Form S-4 (File No. 333-193468). The Registration Statement was declared effective by the Securities and Exchange Commission on June 24, 2014.

Contact:

Investor Relations

Brad Harper

brad.harper@postfoods.com

(314) 644-7626