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EDGEWELL PERSONAL CARE Co — Director's Dealing 2012
Dec 3, 2012
32283_dirs_2012-12-03_ffe28b82-6f3a-45cc-9021-a70b6b59daa7.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ENERGIZER HOLDINGS INC (ENR)
CIK: 0001096752
Period of Report: 2012-11-30
Reporting Person: CONRAD PETER J (VICE PRESIDENT - HR)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-11-30 | Phantom Stk Units in Deferred Compensation Plan CM | $0.0 | A | 1007.0 | Acquired | Energizer Holdings, Inc. Common Stock (1007.0) | Direct | |
| 2012-11-30 | Phantom Stk Units in Deferred Compensation Plan CM | $0.0 | F | 9.0 | Disposed | Energizer Holdings, Inc. Common Stock (9.0) | Direct | |
| 2012-11-30 | Phantom Stock Units in Deferred Compensation Plan | $0.0 | A | 4028.0 | Acquired | Energizer Holdings, Inc. Common Stock (4028.0) | Direct | |
| 2012-11-30 | Phantom Stock Units in Deferred Compensation Plan | $0.0 | F | 85.0 | Disposed | Energizer Holdings, Inc. Common Stock (85.0) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Non-Qualified Stock Option 10/12/09 | $65.63 | 2019-10-11 | Energizer Holdings, Inc. Common Stock (15000.0) | 15000.0 | Direct |
| Restricted Stock Equiv. 11/1/10 PB | $0.0 | Energizer Holdings, Inc. Common Stock (8470.0) | 8470.0 | Direct | |
| Restricted Stock Equiv. 11/1/10 TB | $0.0 | Energizer Holdings, Inc. Common Stock (3630.0) | 3630.0 | Direct | |
| Restricted Stock Equivalent 10/13/08 | $0.0 | Energizer Holdings, Inc. Common Stock (2937.0) | 2937.0 | Direct | |
| Restricted Stock Equivalent 11/7/11 PB | $0.0 | Energizer Holdings, Inc. Common Stock (9208.0) | 9208.0 | Direct | |
| Restricted Stock Equivalent 11/7/11 TB | $0.0 | Energizer Holdings, Inc. Common Stock (3946.0) | 3946.0 | Direct |
Footnotes
F1: Company match on deferrals of 2012 bonus payment into Energizer phantom stock units in Deferred Compensation Plan vest 3 years from grant, provided matched deferrals remain in units for a period of one year. In accordance with the terms of the Plan, the initial value of the units is the closing price of ENR Common Stock on November 15th of the year units are credited.
F2: Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
F3: Withholding taxes associated with vesting of 2009 Company match.
F4: Deferral of Reporting Person's annual 2012 cash bonus into Energizer phantom stock units in Deferred Compensation Plan valued at market close on November 15, 2012.
F5: Required tax withholding on deferral of 2012 bonus credited to the deferred compensation plan on November 30, 2012, valued at market close on November 15, 2012.
F6: 100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011.
F7: 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2013, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/10 and 9/30/13, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
F8: Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/1/2013 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.
F9: 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
F10: 16.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2014, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/11 and 9/30/14, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
F11: Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/7/2014 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.