Sec Form 4 Filing - WILKINSON RONALD D @ RALCORP HOLDINGS INC /MO - 2012-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WILKINSON RONALD D 2. Issuer Name and Ticker or Trading Symbol RALCORP HOLDINGS INC /MO [ RAH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 800 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2012 (Street) ST. LOUIS, MO63101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/27/2012 M 28,007 ( 1 ) A $ 26.53 71,384 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/27/2012 F 7,686 D $ 74.31 63,698 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/27/2012 S 20,316 D $ 75.0652 ( 2 ) 43,382 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 02/28/2012 S 5 D $ 75 43,377 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 1,653 ( 3 ) I ( 3 ) By 401(K) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 Expira tion Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option Right with Tax Withholding Right $ 26.53 02/27/2012 M 28,007 ( 4 ) 02/04/2014 $.01 par Value Common Stock 28,007 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILKINSON RONALD D 800 MARKET STREET ST. LOUIS, MO63101 Vice President Signatures Gregory A. Billhartz, Attorney-in-Fact for Ronald D. Wilkinson 02/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-Qualified Option exercise and sale of shares acquired was done during an open window period. ( 2 )This price represents the average purchase price for multiple transactions on this line. The prices of the transaction reported on this line ranged from $75.00 to $75.19. Upon request by the SEC Staff, the Issuer or Security Holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected. ( 3 )Transactions in Issuer's 401 (K) Plan, Executive Savings Investment Plan, and Deferred Compensation Plan are made through the acquisition or disposition of units rather than actual shares. The value of units are re-valued rather than based upon earnings or losses and appreciation or depreciation on the underlying investments, and adjustments for contributions to, transfers to and from, and distributions from the applicable investment fund. ( 4 )25% exercisable on February 5, in the years 2007, 2008, 2009 and 2010.

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).

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