Edgar Filing: EDGEWELL PERSONAL CARE Co

Ownership Submission

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 WARD M

2. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [EPC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

C/O EDGEWELL PERSONAL CARE COMPANY, 1350 TIMBERLAKE MANOR PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2016

(Street)

CHESTERFIELD, MO 63017

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2016		M		28,159 ⁽¹⁾	A	$ 0	130,911	D
Common Stock	07/06/2016		M		18,336 ⁽¹⁾	A	$ 0	149,247	D
Common Stock	07/06/2016		M		34,176 ⁽¹⁾	A	$ 0	183,423	D
Common Stock	07/06/2016		M		26,258 ⁽¹⁾	A	$ 0	209,681	D
Common Stock	07/06/2016		M		16,548 ⁽¹⁾	A	$ 0	226,229	D
Common Stock	07/06/2016		M		8,964 ⁽¹⁾	A	$ 0	235,193	D
Common Stock	07/06/2016		M		6,714 ⁽¹⁾	A	$ 0	241,907	D
Common Stock	07/06/2016		M		2,685 ⁽¹⁾	A	$ 0	244,592	D
Common Stock	07/06/2016		M		5,371 ⁽¹⁾	A	$ 0	249,963	D
Common Stock	07/06/2016		M		29,388 ⁽¹⁾	A	$ 0	279,351	D
Common Stock	07/06/2016		M		36,929 ⁽²⁾	A	$ 0	316,280	D
Common Stock	07/06/2016		M		12,927 ⁽²⁾	A	$ 0	329,207	D

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Equivalent 7/8/2015

$ 0

07/06/2016

2,002

⁽³⁾

Common Stock

2,002

$ 0

Restricted Stock Equivalent 10/13/2008

$ 0

07/06/2016

28,159

⁽¹⁾

Common Stock

28,159

$ 0

Restricted Stock Equivalent 10/10/2007

$ 0

07/06/2016

18,336

⁽¹⁾

Common Stock

18,336

$ 0

Restricted Stock Equivalent 10/12/2009

$ 0

07/06/2016

34,176

⁽¹⁾

Common Stock

34,176

$ 0

Restricted Stock Equivalent 5/19/2003

$ 0

07/06/2016

26,258

⁽¹⁾

Common Stock

26,258

$ 0

Restricted Stock Equivalent 3/26/2001

$ 0

07/06/2016

16,548

⁽¹⁾

Common Stock

16,548

$ 0

Restricted Stock Equivalent 1/16/2001

$ 0

07/06/2016

8,964

⁽¹⁾

Common Stock

8,964

$ 0

Restricted Stock Equivalent 12/7/2000

$ 0

07/06/2016

6,714

⁽¹⁾

Common Stock

6,714

$ 0

Restricted Stock Equivalent 8/25/2000

$ 0

07/06/2016

2,685

⁽¹⁾

Common Stock

2,685

$ 0

Restricted Stock Equivalent 8/16/2000

$ 0

07/06/2016

5,371

⁽¹⁾

Common Stock

5,371

$ 0

Restricted Stock Equivalent 1/14/2005

$ 0

07/06/2016

29,388

⁽¹⁾

Common Stock

29,388

$ 0

Restricted Stock Equivalent 11/6/2013

$ 0

07/06/2016

4,717

⁽⁴⁾

Common Stock

4,717

$ 0

38,913

Restricted Stock Equivalent 11/13/2014

$ 0

07/06/2016

7,386

⁽³⁾

Common Stock

7,386

$ 0

36,929

Restricted Stock Equivalent 11/13/2014

$ 0

07/06/2016

36,929

⁽²⁾

Common Stock

36,929

$ 0

Restricted Stock Equivalent 11/6/2013

$ 0

07/06/2016

1,616

⁽³⁾

Common Stock

1,616

$ 0

12,927

Restricted Stock Equivalent 11/6/2013

$ 0

07/06/2016

12,927

⁽²⁾

Common Stock

12,927

$ 0

Phantom Stock Units in Deferred Compensation

$ 0

07/06/2016

13,265

⁽⁵⁾

Common Stock

13,265

$ 0

Phantom Stock Units in Deferred Compensation

$ 0

07/06/2016

124,201

⁽⁵⁾

Common Stock

124,201

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLEIN WARD M C/O EDGEWELL PERSONAL CARE COMPANY 1350 TIMBERLAKE MANOR PARKWAY CHESTERFIELD, MO 63017	X		Executive Chairman

Signatures

Jeffrey A. Gershowitz, Attorney-in-Fact		07/08/2016
^**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)	Previously deferred Restricted Stock Equivalents converted into shares of Edgewell common stock due to Mr. Klein's retirement on July 6, 2016. These shares of Edgewell common stock will be delivered to Mr. Klein on January 6, 2017.
(2)	Restricted Stock Equivalents accelerated vesting and converted into shares of Edgewell common stock due to Mr. Klein's retirement on July 6, 2016. These shares of Edgewell common stock will be delivered to Mr. Klein on January 6, 2017.
(3)	Restricted Stock Equivalents forfeited prior to vesting due to Mr. Klein's retirement on July 6, 2016.
(4)	Prorated portion of Restricted Stock Equivalents forfeited due to Mr. Klein's retirement on July 6, 2016. The remaining Restricted Stock Equivalents will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings report for the fiscal year ending on September 30, 2016.
(5)	Previously deferred Phantom Stock Units became payable due to Mr. Klein's retirement on July 6, 2016. Mr. Klein will be paid the cash equivalent of these units on January 6, 2017.

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