EDGEWELL PERSONAL CARE Co — Director's Dealing 2012

Sep 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGIZER HOLDINGS INC (ENR)
CIK: 0001096752
Period of Report: 2012-09-13

Reporting Person: LaVigne Mark Stephen (VP, GENERAL COUNSEL & SECY)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-13	Phantom Stk Units in Deferred Compensation Plan CM	$0.0	A	2.0	Acquired		Energizer Holdings, Inc. Common Stock (2.0)	Direct
2012-09-13	Phantom Stock Units in Deferred Compensation Plan	$0.0	A	7.0	Acquired		Energizer Holdings, Inc. Common Stock (7.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Equivalent 10/18/10 PB	$0.0		Energizer Holdings, Inc. Common Stock (9300.0)	9300.0	Direct
Restricted Stock Equivalent 10/18/10 TB	$0.0		Energizer Holdings, Inc. Common Stock (3986.0)	3986.0	Direct
Restricted Stock Equivalent 11/7/11 PB	$0.0		Energizer Holdings, Inc. Common Stock (8440.0)	8440.0	Direct
Restricted Stock Equivalent 11/7/11 TB	$0.0		Energizer Holdings, Inc. Common Stock (3618.0)	3618.0	Direct
Restricted Stock Equivalents 3/1/10	$0.0		Energizer Holdings, Inc. Common Stock (1000.0)	1000.0	Direct

Footnotes

F1: As a result of the 09/13/2012 dividend payment, a dividend equivalent payment was 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: 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.

F4: Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/18/2013 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.

F5: 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.

F6: 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.

F7: Five Hundred (500) equivalents vest on March 1, 2013 and 500 on March 1, 2014. Equivalents are subject to forfeiture if Reporting Person voluntarily or involuntarily terminates employment prior to conversion dates, other than upon death, disability or change in control.