SEC Form 4 · accession 0001209191-19-016413
EDGEWELL PERSONAL CARE Co · EPC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P Hatfield
Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:10 pm 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 StockF1 | Mar 1, 2019 | M | 52,238 | $0.00 | A | 104,615 | I | Shares owned by Joint Trust |
| Common Stock | holding | — | — | — | 18,619 | 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 11/3/2016F3,F2 | $0.00 | Mar 1, 2019 | J | 992 | D | — | — | Common Stock | 992 | 3,470 | D |
| Non-Qualified Stock Options 11/3/2016F4,F2 | $74.70 | Mar 1, 2019 | J | 3,711 | D | — | — | Common Stock | 3,711 | 12,989 | D |
| Performance Stock Equivalents 11/3/2016F5,F2 | $0.00 | Mar 1, 2019 | J | 4,462 | D | — | — | Common Stock | 4,462 | 15,619 | D |
| Restricted Stock Equivalent 11/13/2017F3,F2 | $0.00 | Mar 1, 2019 | J | 4,981 | D | — | — | Common Stock | 4,981 | 6,225 | D |
| Non-Qualified Stock Options 11/13/2017F4,F2 | $58.90 | Mar 1, 2019 | J | 12,005 | D | — | — | Common Stock | 12,005 | 15,005 | D |
| Performance Stock Equivalents 11/13/2017F6,F2 | $0.00 | Mar 1, 2019 | J | 31,127 | D | — | — | Common Stock | 31,127 | 24,901 | D |
| Restricted Stock Equivalents 11/15/2018F2 | $0.00 | Mar 1, 2019 | J | 23,180 | D | — | — | Common Stock | 23,180 | 0 | D |
| Non-Qualified Stock Options 11/15/2018F2 | $42.71 | Mar 1, 2019 | J | 50,887 | D | — | — | Common Stock | 50,887 | 0 | D |
| Performance Stock Equivalents 11/15/2018F2 | $0.00 | Mar 1, 2019 | J | 241,162 | D | — | — | Common Stock | 241,162 | 0 | D |
Explanation of responses
- F1Previously deferred Restricted Stock Equivalents converted into shares of Edgewell common stock due to Mr. Hatfield's departure from the Company on March 1, 2019. These shares of Edgewell common stock will be delivered to Mr. Hatfield on September 3, 2019.
- F2Unvested award forfeited upon Mr. Hatfield's departure from the Company on March 1, 2019.
- F3These shares vested upon Mr. Hatfield's departure from the Company on March 1, 2019. These shares will be delivered to Mr. Hatfield on September 3, 2019.
- F4These options vested upon Mr. Hatfield's departure from the Company. He will have 5 years from his departure date to exercise them.
- F5These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2019 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 is the adjusted earnings per share of the Company for its 2019 fiscal year.
- F6These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2020 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 2020 fiscal year and the adjusted cumulative free cash flow of the Company for its 2020 fiscal year as a percentage of adjusted net sales of the Company for its 2020 fiscal year.