EDGEWELL PERSONAL CARE Co — Director's Dealing 2016

Nov 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EDGEWELL PERSONAL CARE Co (EPC)
CIK: 0001096752
Period of Report: 2016-11-03

Reporting Person: Shanbhag Manish (Chief Legal Ofcr & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-03	Non-Qualified Stock Options 11/3/2016	$74.70	A	9685	Acquired	2026-11-03	Common Stock (9685)	Direct
2016-11-03	Restricted Stock Equivalents (RSE) 11/3/2016	$0.00	A	2588	Acquired		Common Stock (2588)	Direct
2016-11-03	Performance Stock Equivalents (PSE) 11/3/2016	$0.00	A	3884	Acquired		Common Stock (3884)	Direct

Footnotes

F1: One-third of the Options will become exercisable on each of 11/3/2017, 11/3/2018 and 11/3/2019, as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.

F2: One-third of the RSEs will vest and convert into shares of Edgewell common stock on each of 11/3/2017, 11/3/2018 and 11/3/2019 if the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.

F3: The PSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2019 if specified performance criteria are met subject to the exercise of negative discretion by the Nominating and Executive Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs is the adjusted earnings per share of the Company for its 2019 fiscal year. The percentage of the PSEs vesting will range from 0% to 100% based on performance.