SEC Form 4 · accession 0001209191-15-060446
ENERGIZER HOLDINGS, INC. · ENR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian K Hamm
Officer — Exec. VP & CFO
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001632790
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 3,122 | 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 11/13/2014 TBF2 | $0.00 | Jul 8, 2015 | A | 10,216 | A | — | — | Common Stock | 10,216 | 10,216 | D |
| Restricted Stock Equivalent 11/06/2013 TBF3 | $0.00 | Jul 8, 2015 | A | 3,231 | A | — | — | Common Stock | 3,231 | 3,231 | D |
| Restricted Stock Equivalent 12/10/2012 TBF4 | $0.00 | Jul 8, 2015 | A | 7,438 | A | — | — | Common Stock | 7,438 | 7,438 | D |
| Restricted Stock Equivalent 11/06/2013 TBF6 | $0.00 | Jul 8, 2015 | A | 9,691 | A | — | — | Common Stock | 9,691 | 9,691 | D |
| Restricted Stock Equivalent 12/10/2012 PBF7 | $0.00 | Jul 8, 2015 | A | 17,350 | A | — | — | Common Stock | 17,350 | 17,350 | D |
| Restricted Stock Equivalent 07/08/2015 TBF8 | $0.00 | Jul 8, 2015 | A | 73,345 | A | — | — | Common Stock | 73,345 | 73,345 | 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 ad-justed 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.
- F3RSE will vest and convert into shares of Energizer 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 Energizer 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.
- F5Each 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 Energizer Common Stock in November 2016.
- F6RSE will vest and convert into shares of Energizer Common Stock on the date that Energizer 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.
- F7PSE will vest and convert into shares of Energizer Common Stock in November 2015, subject to the achievement of applicable performance criteria, as long as the Reporting Person is still employed with Energizer. 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.
- F8One-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.