- Statement of Changes in Beneficial Ownership (4)

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).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person * KELLY JOHN P.	2. Issuer Name and Ticker or Trading Symbol AMERICAN ITALIAN PASTA CO [ AIPC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President/CEO
(Last)          (First)          (Middle) 1251 N.W. BRIARCLIFF PARKWAY, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 7/23/2010
(Street) KANSAS CITY, MO 64116 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Class A Common Stock, par value $.001 per share	7/23/2010		U		31513   (1)	D	$53.00	134360   (2)	D
Class A Common Stock, par value $.001 per share	7/27/2010		D		134360   (3)	D	$53.00	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Stock Appreciation Right	$9.06	7/27/2010		D			145000	(4)	11/6/2014	Class A Common Stock	145000	$43.94	0	D
Stock Appreciation Right	$24.76	7/27/2010		D			76118	(5)	1/20/2016	Class A Common Stock	76118	$28.24	0	D
Stock Appreciation Right	$33.80	7/27/2010		D			62682	(6)	12/22/2016	Class A Common Stock	62682	$19.20	0	D

Explanation of Responses:
( 1)	Shares of Class A Common Stock of American Italian Pasta Company (the "Company") held by the reporting person tendered pursuant to the tender offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of June 20, 2010 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Parent"), Excelsior Acquisition Co., a wholly owned subsidiary of Parent ("Purchaser"), and the Company, as amended.
( 2)	Represents shares of restricted Class A Common Stock that were not tendered on the acceptance date of the Offer and which vest immediately prior to the effective time of the merger pursuant to the Merger Agreement.
( 3)	Pursuant to the Merger Agreement, these shares of restricted Class A Common Stock were canceled in the merger for a cash payment of the merger consideration of $53.00.
( 4)	Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on November 16, 2010, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).
( 5)	Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 20, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).
( 6)	Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 22, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KELLY JOHN P. 1251 N.W. BRIARCLIFF PARKWAY SUITE 500 KANSAS CITY, MO 64116	X		President/CEO

Signatures
/s/ John P. Kelly by Robert W. Schuller as attorney-in-fact		7/27/2010
** Signature of Reporting Person		Date

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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