EDGEWELL PERSONAL CARE Co — Director's Dealing 2012

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGIZER HOLDINGS INC (ENR)
CIK: 0001096752
Period of Report: 2012-12-12

Reporting Person: CONRAD PETER J (VICE PRESIDENT - HR)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Phantom Stk Units in Deferred Compensation Plan CM	$0.0	A	27.0	Acquired		Energizer Holdings, Inc. Common Stock (27.0)	Direct
2012-12-12	Phantom Stock Units in Deferred Compensation Plan	$0.0	A	51.0	Acquired		Energizer Holdings, Inc. Common Stock (51.0)	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 Equiv. 12/10/12 PB	$0.0		Energizer Holdings, Inc. Common Stock (9256.0)	9256.0	Direct
Restricted Stock Equiv. 12/10/12 TB	$0.0		Energizer Holdings, Inc. Common Stock (3967.0)	3967.0	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: Dividend equivalent payment credited to the Reporting Person's balance in the Energizer stock fund of the Company's deferred compensation plan in the form of additional units.

F2: Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.

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: 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.

F5: 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.

F6: Performance Restricted Stock Equivalents (PSE) granted will vest in three years, subject to achievement of applicable performance criteria, as long as Recipient is still employed with the Company. All PSE will also vest and convert upon the Reporting Person's death. 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.

F7: Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/5/2015 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death, 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 10/13/2011. 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.

F9: 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.

F10: 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.