MONETTE SCOTT 4
4 · RALCORP HOLDINGS INC /MO · Filed Jan 29, 2013
Insider Transaction Report
Form 4
MONETTE SCOTT
VP & Treasurer
Transactions
- Disposition to Issuer
Stock Appreciation Right with Tax Withholding Right
2013-01-29−9,870→ 0 totalExercise: $47.51Exp: 2019-10-08→ Common Stock (9,870 underlying) - Disposition to Issuer
Stock Appreciation Right with Tax Withholding Right
2013-01-29−9,871→ 0 totalExercise: $55.78Exp: 2018-09-24→ Common Stock (9,871 underlying) - Disposition to Issuer
Common Stock
2012-12-19−2,357→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Appreciation Right with Tax Withholding Right
2013-01-29−29,611→ 0 totalExercise: $48.50Exp: 2020-09-22→ Common Stock (29,611 underlying) - Disposition to Issuer
Stock Appreciation Right with Tax Withholding Right
2013-01-29−30,000→ 0 totalExercise: $74.65Exp: 2022-02-14→ Common Stock (30,000 underlying) - Disposition to Issuer
Common Stock
2013-01-29−35,202→ 0 total - Disposition to Issuer
Employee Restricted Stock Unit with Tax Withholding Right
2013-01-29−15,000→ 0 total→ Common Stock (15,000 underlying)
Footnotes (3)
- [F1]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 Acquisition 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.
- [F2]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.
- [F3]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.