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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PHPC Sponsor, LLC
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]
(Last)
(First)
(Middle)
C/O 2503 S. HANLEY ROAD
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 Original Filed(Month/Day/Year)
(Street)

ST. LOUIS, MO 63144
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PHPC Sponsor, LLC
C/O 2503 S. HANLEY ROAD
ST. LOUIS, MO 63144
    X    
Post Holdings, Inc.
C/O 2503 S. HANLEY ROAD
ST. LOUIS, MO 63144
    X    

Signatures

PHPC Sponsor, LLC, /s/ Elizabeth Minogue, as attorney in fact for PHPC Sponsor, LLC 05/25/2021
**Signature of Reporting Person Date

Post Holdings, Inc., /s/ Elizabeth Minogue, as attorney in fact for Post Holdings, Inc. 05/25/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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

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