SEC FORM 4

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^*

SCHROEDER HORST W

(Last)

(First)

(Middle)

4100 NORTH MULBERRY DRIVE

SUITE 200

(Street)

KANSAS CITY

64116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN ITALIAN PASTA CO [ PLB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2005

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

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. 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)
Class A Convertible Common Stock, par value $0.001 per share	02/04/2005		X		88,915	A	$12.23	212,616	D⁽¹⁾
Class A Convertible Common Stock, par value $0.001 per share	02/04/2005		S		62,500	D	$26.0061	150,116	D
Class A Convertible Common Stock, par value $0.001 per share								21,406	I	By wife⁽²⁾
Class A Convertible Common Stock, par value $0.001 per share								5,000	I	By son
Class A Convertible Common Stock, par value $0.001 per share								8,066	I	By daughter

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)
Employee Stock Option (right to buy)	$12.23	02/04/2005		X			88,915	⁽³⁾	07/01/2005	Class A Common Stock	88,915	$12.23	0	D
Employee Stock Option (right to buy)	$18							⁽⁴⁾	10/09/2007	Class A Common Stock	275,942		275,942	D
Employee Stock Option (right to buy)	$25							10/21/1999	10/21/2009	Classs A Common Stock	50,000		50,000	D
Employee Stock Option (right to buy)	$25							⁽⁵⁾	10/21/2009	Class A Common Stock	50,000		50,000	D
Employee Stock Option (right to buy)	$18.5							⁽⁶⁾	09/28/2010	Class A Common Stock	30,000		30,000	D
Employee Stock Option (right to buy)	$38.9							⁽⁷⁾	10/23/2012	Class A Common Stock	15,000		15,000	D
Employee Stock Option (right to buy)	$34.35							⁽⁸⁾	01/14/2013	Class A Common Stock	75,000		75,000	D
Employee Stock Option (right to buy)	$26.73							06/30/2005	02/02/2015	Class A Common Stock	30,000		30,000	D

Explanation of Responses:

1. Pursuant to a Stockholders Agreement with certain stockholders of the corporation, the reporting person may be deemed to have shared voting and/or investment power over the shares of Class A Common Stock beneficially owned by persons subject to such agreement. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. These securities are owned by Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder, U/T/I dated May 24, 1985, who is the wife of Horst W. Schroeder. Each of the other reporting persons on this Form 4 disclaims beneficial ownership except, to the extent of his/her pecuniary interest therein.

3. The option vests in five equal annual installments beginning on July 1, 1996.

4. The option vests in three annual installments as follows: 206,956 shares will vest on October 9, 1998, 34,493 shares will vest on October 9, 1999, and 34,493 shares will vest on October 9, 2000.

5. The option vests in four equal annual installments beginning on October 21, 2000.

6. The option vests 50% on September 28, 2000, and the remainder in three equal annual installments beginning on September 28, 2001.

7. The option vests on October 23, 2002, and is exercisable on and after April 23, 2003.

8. The option vests 25% on January 14, 2003, and the remainder in three equal annual installments beginning on Januarry 14, 2004.

Remarks:

Names of Joint Filers: Gisela I. Schroeder, Trustee of the Living Trust of Gisela I. Schroeder, U/T/I dated May 24, 1985

	/s/ Horst W. Schroeder	02/07/2005
	/s/ Horst W. Schroeder, as attorney in fact of the foregoing persons or entities (power of attorney previously filed)	02/07/2005
	** 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.
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