SEC Form 4 · accession 0001209191-15-060444
ENERGIZER HOLDINGS, INC. · ENR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy W Gorman
Officer — VP, Controller & PAO
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001632790
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 11/13/2014 TBF2 | $0.00 | Jul 8, 2015 | A | 2,043 | A | — | — | Common Stock | 2,043 | 2,043 | D |
| Restricted Stock Equivalent 09/15/2014 TBF3 | $0.00 | Jul 8, 2015 | A | 6,103 | A | — | — | Common Stock | 6,103 | 6,103 | D |
| Restricted Stock Equivalent 07/08/2015 TBF4 | $0.00 | Jul 8, 2015 | A | 13,971 | A | — | — | Common Stock | 13,971 | 13,971 | 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, 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 Energizer 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.
- F3Fifty percent of the RSE will vest and convert into shares of Energizer Common Stock on 09/15/15 and the remaining fifty percent will vest and convert into shares of Energizer Common Stock on 09/15/2016, in each case if Reporting Person is employed on said date. All or a portion may vest upon death, disability, change of control or certain termination events.
- F4One-fifth of the RSE granted will vest and convert into shares of Energizer Common Stock on each of 07/08/2016, 07/08/2017, 07/08/2018, 07/08/2019 and 07/08/2020 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.