SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PHPC Sponsor, LLC (Last) (First) (Middle) C/O 2503 S. HANLEY ROAD (Street) ST. LOUIS MO 63144 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2021	3. Issuer Name and Ticker or Trading Symbol Post Holdings Partnering Corp [ PSPC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A common stock	5,000,000(1)	D(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series F common stock	(2)	(2)	See footnote(2)	8,625,000(3)	(2)	D(4)

1. Name and Address of Reporting Person* PHPC Sponsor, LLC (Last) (First) (Middle) C/O 2503 S. HANLEY ROAD (Street) ST. LOUIS MO 63144 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Post Holdings, Inc. (Last) (First) (Middle) C/O 2503 S. HANLEY ROAD (Street) ST. LOUIS MO 63144 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Concurrently with the issuer's initial public offering, the Sponsor (as defined below) purchased (i) 4,000,000 units in the offering and (ii) 1,000,000 of the issuer's private placement units for $10.00 per private placement unit, which 5,000,000 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 a redeemable warrant to purchase a share of Series A common stock at a price of $11.50 per share. The securities comprising the private placement units may not be transferred or sold until 30 days after the issuer's partnering transaction.

2. As described in the Registration Statement under the heading "Description of Securities-Founder Shares", the shares of Series F common stock, par value $0.0001 per share ("Series F common stock"), will automatically convert 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 have 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 are convertible into shares of Series A common stock.

3. The shares of Series F common stock owned by the reporting persons include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement.

4. This Form 3 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.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney Exhibit 24.2 Power of Attorney Exhibit 99.1 Joint Filer Information

	PHPC Sponsor, LLC, /s/ Elizabeth Minogue, as attorney in fact for PHPC Sponsor, LLC	05/25/2021
	Post Holdings, Inc., /s/ Elizabeth Minogue, as attorney in fact for Post Holdings, Inc.	05/25/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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