FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person * KLEIN JOHN EDDY   2. Issuer Name and Ticker or Trading Symbol ENERGIZER HOLDINGS, INC. [ENR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ENERGIZER HOLDINGS, INC., 533 MARYVILLE UNIVERSITY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 07/08/2015 (Street) ST. LOUIS, MO 63141 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Equivalent 01/02/2015 TB	$ 0	07/08/2015		A(1)		856		(2)	(2)	Common Stock	856	$ 0	856	D
Restricted Stock Equivalent 01/02/2014 TB	$ 0	07/08/2015		A(1)		1,027		(3)	(3)	Common Stock	1,027	$ 0	1,027	D
Restricted Stock Equivalent 11/18/2003 TB	$ 0	07/08/2015		A(1)		10,000		(3)	(3)	Common Stock	10,000	$ 0	10,000	D
Phantom Stock Units in Deferred Compensation	$ 0	07/08/2015		A(1)		20,941		(4)	(4)	Common Stock	20,941	$ 0	20,941	D
Restricted Stock Equivalent 07/08/2015 TB	$ 0	07/08/2015		A		5,589		(5)	(5)	Common Stock	5,589	$ 0	5,589	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KLEIN JOHN EDDY C/O ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141	X

Signatures

/s/ John E. Klein		07/10/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to the Employee Matters Agreement, by and between Edgewell Personal Care Company ("Edgewell") and Energizer Holdings, Inc. ("Energizer"), dated as of June 25, 2015, to reflect the separation of Energizer from Edgewell by means of a pro rata distribution of 100% of the outstanding shares of Energizer common stock to Edgewell stockholders of record on June 16, 2015, each outstanding equity award owned by the Reporting Person was adjusted on July 8, 2015 to maintain the intrinsic value of the award.
(2)	Restricted stock equivalent award ("RSE") will vest and convert into shares of Energizer Common Stock on 01/02/2016 unless Reporting Person elects to defer conversion or all or a portion may vest upon death, disability, change of control or termination of service on Energizer's Board of Directors.
(3)	RSE is vested and will convert into shares of Energizer Common Stock upon Reporting Person's retirement or other termination of service on Energizer's Board of Directors.
(4)	Phantom stock units are payable in cash following termination of the Reporting Person's service on Energizer's Board of Directors.
(5)	100% of the RSE granted will vest and convert into shares of Energizer Common Stock on 07/08/2018 if Reporting Person continues to serve on Energizer's Board of Directors on said date or all or a portion may vest upon death, disability or change of control.

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