EDGEWELL PERSONAL CARE Co — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGIZER HOLDINGS INC (ENR)
CIK: 0001096752
Period of Report: 2014-01-01

Reporting Person: McColgan John James (Principal Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Restricted Stock Equiv. 12/10/12 PB	$0.0	D	2828.0	Disposed		Energizer Holdings, Inc. Common Stock (2828)	Direct
2014-01-01	Restricted Stock Equiv. 12/10/12 TB	$0.0	D	1212.0	Disposed		Energizer Holdings, Inc. Common Stock (1212)	Direct
2014-01-01	Restricted Stock Equivalent 11/7/11 PB	$0.0	D	2240.0	Disposed		Energizer Holdings, Inc. Common Stock (2240)	Direct
2014-01-01	Restricted Stock Equivalent 11/7/11 TB	$0.0	D	960.0	Disposed		Energizer Holdings, Inc. Common Stock (960)	Direct

Footnotes

F1: Portion of performance restricted stock equivalents forfeited in accordance with the terms of the award agreement upon retirement from the Company prior to awards vesting.

F2: 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 or retirement meeting certain criteria, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited.

F3: Portion of time based restricted stock equivalents forfeited in accordance with the terms of the award agreement upon retirement from the Company prior to awards vesting.

F4: 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. A portion will vest upon retirement meeting certain criteria.

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. A portion will vest upon retirement meeting certain criteria.

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. A portion will vest upon retirement meeting certain criteria.