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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | 12/12/2012 | A | 27 (1) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 27 | $ 81.74 | 5,349 | D | ||||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | 12/12/2012 | A | 51 (1) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 51 | $ 81.74 | 10,559 | D | ||||
| Non-Qualified Stock Option 10/12/09 | $ 65.63 | 10/12/2012(3) | 10/11/2019 | Energizer Holdings, Inc. Common Stock | 15,000 | 15,000 | D | ||||||||
| Restricted Stock Equiv. 11/1/10 PB | $ 0 | (4) | (4) | Energizer Holdings, Inc. Common Stock | 8,470 | 8,470 | D | ||||||||
| Restricted Stock Equiv. 11/1/10 TB | $ 0 | (5) | (5) | Energizer Holdings, Inc. Common Stock | 3,630 | 3,630 | D | ||||||||
| Restricted Stock Equiv. 12/10/12 PB | $ 0 | (6) | (6) | Energizer Holdings, Inc. Common Stock | 9,256 | 9,256 | D | ||||||||
| Restricted Stock Equiv. 12/10/12 TB | $ 0 | (7) | (7) | Energizer Holdings, Inc. Common Stock | 3,967 | 3,967 | D | ||||||||
| Restricted Stock Equivalent 10/13/08 | $ 0 | (8) | (8) | Energizer Holdings, Inc. Common Stock | 2,937 | 2,937 | D | ||||||||
| Restricted Stock Equivalent 11/7/11 PB | $ 0 | (9) | (9) | Energizer Holdings, Inc. Common Stock | 9,208 | 9,208 | D | ||||||||
| Restricted Stock Equivalent 11/7/11 TB | $ 0 | (10) | (10) | Energizer Holdings, Inc. Common Stock | 3,946 | 3,946 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CONRAD PETER J ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 |
VICE PRESIDENT - HR | |||
| PETER J. CONRAD | 12/14/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Dividend equivalent payment 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. |
| (2) | Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. |
| (3) | 100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011. |
| (4) | 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. |
| (5) | Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/1/2013 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 of the Company. |
| (6) | 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, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited. |
| (7) | 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. |
| (8) | 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% 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. |
| (9) | 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. |
| (10) | 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. |