ENERGIZER HOLDINGS, INC. — Director's Dealing 2016

Nov 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGIZER HOLDINGS, INC. (ENR)
CIK: 0001632790
Period of Report: 2016-11-07

Reporting Person: Hoskins Alan R. (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-07	Common Stock	M	7381	$0.00	Acquired	42547	Direct
2016-11-07	Common Stock	F	3540	$45.50	Disposed	39007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-07	Restricted Stock Equivalent 11/06/2013 TB	$0.00	M	7381	Disposed		Common Stock (7381)	Direct

Footnotes

F1: Represents shares tendered to Company to cover Reporting Person's tax liability due upon vesting of Restricted Stock Equivalent award ("RSE") previously granted under the Energizer Holdings, Inc. Equity Incentive Plan.

F2: RSE vests and converts into shares of Energizer Common Stock on 11/06/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events.