ENERGIZER HOLDINGS, INC. — Director's Dealing 2017

Jul 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGIZER HOLDINGS, INC. (ENR)
CIK: 0001632790
Period of Report: 2015-12-16

Reporting Person: Drath Susan K (VP, Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-16	Common Stock	A	48	$34.868	Acquired	6746	Direct
2016-03-16	Common Stock	A	41	$40.602	Acquired	6787	Direct
2016-06-20	Common Stock	A	33	$51.5081	Acquired	6820	Direct
2016-09-09	Common Stock	A	52	$45.744	Acquired	9673	Direct
2016-12-15	Common Stock	A	131	$43.5564	Acquired	20907	Direct
2017-07-10	Common Stock	M	4191	$0.0	Acquired	25098	Direct
2017-07-10	Common Stock	F	1390	$46.42	Disposed	23708	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-10	Restricted Stock Equivalent 07/08/2015 TB	$0.0	M	4191	Disposed		Common Stock (4191)	Direct

Footnotes

F1: Reflects the automatic dividend reinvestment on the Reporting Person's directly owned Energizer stock implemented by the broker.

F2: Balance reflects the number of shares beneficially owned as of the date of the respective transaction.

F3: 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.

F4: One-fifth of the RSE granted vests and converts into shares of Energizer Common Stock on each of 07/08/2016, 07/08/2017, 07/08/2018, 07/08/2019 and 07/08/2020 if Reporting Person is employed on said dates or all or a portion may vest upon death, disability, change of control or certain termination events.