SEC Form 4 · accession 0001209191-15-060453
EDGEWELL PERSONAL CARE Co · EPC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Conrad
Officer — Chief Administrative Officer
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 4:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096752
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Equivalent 11/13/2014F2 | $0.00 | Jul 8, 2015 | A | 7,316 | A | — | — | Common Stock | 7,316 | 7,316 | D |
| Restricted Stock Equivalent 11/06/2013F3 | $0.00 | Jul 8, 2015 | A | 2,313 | A | — | — | Common Stock | 2,313 | 2,313 | D |
| Restricted Stock Equivalent 12/10/2012F4 | $0.00 | Jul 8, 2015 | A | 5,326 | A | — | — | Common Stock | 5,326 | 5,326 | D |
| Restricted Stock Equivalent 10/13/2008F5 | $0.00 | Jul 8, 2015 | A | 3,943 | A | — | — | Common Stock | 3,943 | 3,943 | D |
| Restricted Stock Equivalent 11/06/2013F7 | $0.00 | Jul 8, 2015 | A | 6,941 | A | — | — | Common Stock | 6,941 | 6,941 | D |
| Restricted Stock Equivalent 12/10/2012F8 | $0.00 | Jul 8, 2015 | A | 12,428 | A | — | — | Common Stock | 12,428 | 12,428 | D |
| Restricted Stock Equivalent 07/08/2015F9 | $0.00 | Jul 8, 2015 | A | 7,005 | A | — | — | Common Stock | 7,005 | 7,005 | D |
Explanation of responses
- F1Pursuant 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 (the "Separation"), each outstanding restricted stock equivalent award ("RSE") owned by the Reporting Person was adjusted on July 8, 2015 to maintain the intrinsic value of the award.
- F2RSE will vest and convert into shares of Edgewell Common Stock on 11/13/2016 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.
- F3RSE will vest and convert into shares of Edgewell 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.
- F4RSE will vest and convert into shares of Edgewell Common Stock on 11/05/2015 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.
- F5RSE is vested and will convert into shares of Edgewell Common Stock upon Reporting Person's retirement or other termination of service as an Officer of Edgewell.
- F6Each of the Reporting Person's performance-based RSEs ("PSE") that would otherwise have vested in November 2016 contingent on the achievement of certain performance-based criteria was converted into a time-based vesting award in connection with the Separation and will vest and convert into shares of Edgewell Common Stock in November 2016.
- F7RSE 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 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.
- F8PSE will vest and convert into shares of Edgewell Common Stock in November 2015 subject to the achievement of applicable performance criteria, as long as the Reporting Person is still employed with Edgewell. All PSEs 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.
- F9One-third of the RSE granted will vest and convert into shares of Edgewell Common Stock on each of 07/08/2016, 07/08/2017 and 07/08/2018 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.