Sec Form 4 Filing - KOULOURIS RICHARD R @ RALCORP HOLDINGS INC /MO - 2012-08-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KOULOURIS RICHARD R 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, SUITE 2900 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2012 (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 08/23/2012 M 7,306 ( 1 ) A $ 19.73 52,306 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 08/23/2012 F 1,708 D $ 70.67 50,598 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 08/23/2012 S 5,598 D $ 70.0055 ( 2 ) 45,000 D Ralcorp Holdings, Inc. $.01 Par Value Common Stock 2,125 I ( 3 ) Executive SIP & Def. Comp.

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 Expiration 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 with Tax Withholding Right $ 19.73 08/23/2012 M 7,306 ( 4 ) 01/29/2013 $.01 Par Value Common Stock 7,306 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOULOURIS RICHARD R 800 MARKET STREET SUITE 2900 ST. LOUIS, MO63101 Vice President Signatures Gregory A. Billhartz, Attorney-in-Fact for Richard R. Koulouris 08/24/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise of Reporting Person's non-qualified stock option exercise and sale of shares acquired were made during an open window period. ( 2 )This price represents the average purchase price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $70.00 - $70.02. 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% of the award became exercisable on January 30, 2006, 2007, 2008 and 2009. The award was scheduled to expire on January 29, 2013 and any shares not exercised by that date would have been forfeited.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.