SEC Form 3 · accession 0001209191-19-007953
EDGEWELL PERSONAL CARE Co · EPC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer Seeser
Officer — Chief Acccounting Officer
Period of report
Feb 1, 2019
Accepted (ET)
Feb 7, 2019 · 11:30 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096752
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 1,134 | D |
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 7-8-2015F1 | $0.00 | holding | — | — | — | — | — | Common Stock | 250 | — | D |
| Restricted Stock Equivalent 1-4-2016F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 158 | — | D |
| Restricted Stock Equivalent 11-3-2016F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 334 | — | D |
| Restricted Stock Equivalent 11-13-2017F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 636 | — | D |
| Restricted Stock Equivalent 4/2/2018F5 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,025 | — | D |
| Restricted Stock Equivalent 11/15/2018F6 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,639 | — | D |
| Performance Stock Equivalent 11-15-2018F7 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,405 | — | D |
Explanation of responses
- F1The RSEs will become vested and convert into shares of Edgewell common stock on 7/8/2019 as long as the Reporting Person is employed on said date, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F2The RSEs will become vested and convert into shares of Edgewell common stock on 1/4/2020 as long as the Reporting Person is employed on said date, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F3One-half of the RSEs will become vested and convert into shares of Edgewell common stock on each of 11/3/2019 and 11/3/2020 as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F4One-third of the RSEs will become vested and convert into shares of Edgewell common stock on each of 11/13/2019, 11/13/2020 and 11/13/2021 as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F5One-half of the RSEs will become vested and convert into shares of Edgewell common stock on each of 4/2/2019 and 4/2/2020 as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F6One-third of the RSEs will become vested on each of 11/15/2019, 11/15/2020 and 11/15/2021 as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F7The PSE will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2021 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs are the adjusted earnings per share of the Company for its 2021 fiscal year, and the adjusted cumulative free cash flow of the Company for its 2021 fiscal year as a percentage of adjusted net sales of the Company for fiscal year 2019 through fiscal year 2021. The percentage of the PSEs vesting will range from 0% to 100% based on performance.
Remarks
I, Jennifer Seeser, Chief Accounting Officer of Edgewell Personal Care Company, hereby authorize and designate Marisa Iasenza to sign and file all Forms 3, 4 and 5 which I may be required to file with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. Such authority shall continue indefinitely until such time as I revoke such authority in writing. Her authority shall not be exclusive and nothing herein shall serve to prohibit me from designating other persons to sign and file my Forms 3, 4 and 5, or from so signing and filing such Forms myself.