EDGEWELL PERSONAL CARE Co — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGIZER HOLDINGS INC (ENR)
CIK: 0001096752
Period of Report: 2012-11-08

Reporting Person: HATFIELD DAVID P (PRES & CEO, ENR PERSONAL CARE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-08	Energizer Holdings, Inc. Common Stock	M	219.0	$0.0	Acquired	219.0	Direct
2012-11-08	Energizer Holdings, Inc. Common Stock	F	219.0	$70.82	Disposed	0.0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-08	Restricted Stock Equivalent 10/12/09 PB	$0.0	D	5129.0	Disposed		Energizer Holdings, Inc. Common Stock (5129.0)	Direct
2012-11-08	Restricted Stock Equivalent 10/12/09 PB	$0.0	M	219.0	Disposed		Energizer Holdings, Inc. Common Stock (219.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Energizer Holdings, Inc. Common Stock	222.0	Indirect

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 (30000.0)	30000.0	Direct
Non-Qualified Stock Option 10/19/04	$46.13	2014-10-18	Energizer Holdings, Inc. Common Stock (15000.0)	15000.0	Direct
Phantom Stk Units in Deferred Compensation Plan CM	$0.0		Energizer Holdings, Inc. Common Stock (7201.0)	7201.0	Direct
Phantom Stock Units in Deferred Compensation Plan	$0.0		Energizer Holdings, Inc. Common Stock (3408.0)	3408.0	Direct
Restricted Stock Equilvalents 2/6/09	$0.0		Energizer Holdings, Inc. Common Stock (4571.0)	4571.0	Direct
Restricted Stock Equiv. 11/1/10 PB	$0.0		Energizer Holdings, Inc. Common Stock (13300.0)	13300.0	Direct
Restricted Stock Equiv. 11/1/10 TB	$0.0		Energizer Holdings, Inc. Common Stock (5700.0)	5700.0	Direct
Restricted Stock Equivalent 10/10/07	$0.0		Energizer Holdings, Inc. Common Stock (3426.0)	3426.0	Direct
Restricted Stock Equivalent 10/12/09 TB	$0.0		Energizer Holdings, Inc. Common Stock (6459.0)	6459.0	Direct
Restricted Stock Equivalent 10/13/08	$0.0		Energizer Holdings, Inc. Common Stock (4894.0)	4894.0	Direct
Restricted Stock Equivalent 11/7/11 PB	$0.0		Energizer Holdings, Inc. Common Stock (14196.0)	14196.0	Direct
Restricted Stock Equivalent 11/7/11 TB	$0.0		Energizer Holdings, Inc. Common Stock (6084.0)	6084.0	Direct
Restricted Stock Equivalents 5/19/03	$0.0		Energizer Holdings, Inc. Common Stock (9504.0)	9504.0	Direct

Footnotes

F1: Performance restricted stock equivalent awards forfeited, in accordance with the terms of the awards, when performance vesting criteria were not achieved.

F2: 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, 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.

F3: 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.

F4: Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.

F5: Vesting of performance RSEs granted 2/6/09 was contingent upon achievement of Company and individual performance goals for fiscal year 2009. Following fiscal year end, 4,670 equivalents vested and were deferred until retirement in accordance with Reporting Person's deferral election. The remaining 10,397 equivalents were forfeited in accordance with the terms of the performance award.

F6: 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.

F7: 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.

F8: 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/10/10. An additional 5% will vest and convert into shares of ENR Common Stock in November, 2010, only if CAGR in earnings per share equals or exceeds 8% for the period between 9/30/07 and 9/30/10; that percentage will be 15% if CAGR for the period equals or exceeds 9%, and 25% if CAGR for the period equals or exceeds 10%. The remaining 50% of RSE granted will vest in its entirety and convert into shares of ENR Common Stock only if CAGR for the period equals or exceeds 15% (with incremental vesting between 11% and 15%). All RSE will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change in control, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited.

F9: Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/12/2012 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.

F10: 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.

F11: 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.

F12: 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.

F13: Restricted Stock Equivalents convert into shares of Energizer Common Stock - 1/3 on 5/19/06, 1/3 on 5/19/09 and 1/3 on 5/19/12, unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.