- Statement of Changes in Beneficial Ownership (4)
July 27 2010 - 4:14PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BAUM JONATHAN E
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2. Issuer Name
and
Ticker or Trading Symbol
AMERICAN ITALIAN PASTA CO
[
AIPC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1251 N.W. BRIARCLIFF PARKWAY, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2010
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(Street)
KANSAS CITY, MO 64116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Convertible Common Stock, par value $.001 per share
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7/23/2010
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U
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1899
(1)
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D
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$53.00
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0
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I
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Owned directly by George K. Baum Holdings, Inc.
(2)
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Class A Convertible Common Stock, par value $.001 per share
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7/23/2010
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U
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4809
(1)
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D
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$53.00
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0
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D
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Class A Convertible Common Stock, par value $.001 per share
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7/23/2010
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U
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1800
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D
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$53.00
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0
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I
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See footnote
(3)
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Class A Convertible Common Stock, par value $.001 per share
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7/23/2010
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U
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1172
(1)
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D
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$53.00
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0
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I
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See footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares of Class A Convertible Common Stock of American Italian Pasta Company (the "Company") held by the reporting person tendered pursuant to the tender offer, which was launched in connection with the Agreement and Plan of Merger, dated as of June 20, 2010, by and among Ralcorp Holdings, Inc. ("Parent"), Excelsior Acquisition Co., a wholly owned subsidiary of Parent, and the Company, as amended.
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(
2)
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Owned directly by George K. Baum Holdings, Inc. Jonathan E. Baum is the President and holds all of the voting stock of George K. Baum Holdings, Inc.
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(
3)
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Includes 200 shares held directly by Sarah Baum, Mr. Baum's wife, and 400 shares held in trusts for the benefit of each of Mr. Baum's four children. Mr. Baum and his wife are the Trustees of each trust. Mr. Baum disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
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(
4)
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Owned directly by Grandchild, L.P. Mr. Baum holds four 16.5% limited partnership interests in Grandchild, L.P. as custodian for each of his four minor children. Except to the extent of his beneficial ownership in Grandchild, L.P., Mr. Baum disclaims beneficial ownership of such shares for purposes of Section 16 or for any other purposes. The percentage interest and proportionate share of American Italian Pasta Company shares changed December 9, 1998.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAUM JONATHAN E
1251 N.W. BRIARCLIFF PARKWAY
SUITE 500
KANSAS CITY, MO 64116
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X
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Signatures
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/s/ Jonathan E. Baum, by Robert W. Schuller as Attorney-in-Fact
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7/26/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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