SEC Form 4 · accession 0001209191-15-060460
ENERGIZER HOLDINGS, INC. · ENR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Patrick McGinnis
Director
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 4:25 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 | — | — | — | 19,599 | 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 01/02/2015 TBF2 | $0.00 | Jul 8, 2015 | A | 1,604 | A | — | — | Common Stock | 1,604 | 1,604 | D |
| Phantom Stock Units in Deferred CompensationF3 | $0.00 | Jul 8, 2015 | A | 16,769 | A | — | — | Common Stock | 16,769 | 16,769 | D |
| Restricted Stock Equivalent 07/08/2015 TBF4 | $0.00 | Jul 8, 2015 | A | 5,589 | A | — | — | Common Stock | 5,589 | 5,589 | 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 equity award owned by the Reporting Person was adjusted on July 8, 2015 to maintain the intrinsic value of the award.
- F2Restricted stock equivalent award ("RSE") will vest and convert into shares of Energizer Common Stock on 01/02/2016 unless Reporting Person elects to defer conversion or all or a portion may vest upon death, disability, change of control or termination of service on Energizer's Board of Directors.
- F3Phantom stock units are payable in cash following termination of the Reporting Person's service on Energizer's Board of Directors.
- F4100% of the RSE granted will vest and convert into shares of Energizer Common Stock on 07/08/2018 if Reporting Person continues to serve on Energizer's Board of Directors on said date or all or a portion may vest upon death, disability or change of control.