0001144204-17-040285.txt : 20170803 0001144204-17-040285.hdr.sgml : 20170803 20170803153229 ACCESSION NUMBER: 0001144204-17-040285 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170801 FILED AS OF DATE: 20170803 DATE AS OF CHANGE: 20170803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICCIARDI NATALE S CENTRAL INDEX KEY: 0001107158 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32433 FILM NUMBER: 171004636 MAIL ADDRESS: STREET 1: C/O MORRIS COMMUNICATIONS CORP STREET 2: 725 BROAD ST. CITY: AUGUSTA STATE: GA ZIP: 30903 FORMER NAME: FORMER CONFORMED NAME: RICCARDI NATALE S DATE OF NAME CHANGE: 20000216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prestige Brands Holdings, Inc. CENTRAL INDEX KEY: 0001295947 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201297589 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 660 WHITE PLAINS RD. CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: (914) 524-6800 MAIL ADDRESS: STREET 1: 660 WHITE PLAINS RD. CITY: TARRYTOWN STATE: NY ZIP: 10591 FORMER COMPANY: FORMER CONFORMED NAME: Prestige Household Brands, Inc. DATE OF NAME CHANGE: 20040630 4 1 v472278_4.xml OWNERSHIP DOCUMENT X0306 4 2017-08-01 0 0001295947 Prestige Brands Holdings, Inc. PBH 0001107158 RICCIARDI NATALE S 660 WHITE PLAINS RD. TARRYTOWN NY 10591 1 0 0 0 Common Stock, par value $0.01 per share 2017-08-01 4 A 0 2564 0 A 4806 D The Reporting Person received 2,564 restricted stock units (equal to $135,000 divided by the closing stock price of $52.64 on August 1, 2017) in connection with the Issuer's director compensation arrangement. The restricted stock units vest immediately upon execution and acceptance of the award and shall be settled by delivery to the Reporting Person of one share of common stock of the Issuer for each vested restricted stock unit promptly following the earliest of the Reporting Person's (i) death, (ii) disability or (iii) the six-month anniversary of the date on which the Reporting Person's Board membership ceases for reasons other than death or disability. See Exhibit 24 - Power of Attorney /s/ Natale S. Ricciardi by William P'Pool as attorney-in-fact pursuant to power of attorney dated May 8, 2017 on file with the Commission 2017-08-03 EX-24 2 v472278_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ronald M. Lombardi, Christine Sacco and William P’Pool, signing singly, the undersigned's true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or officer and/or owner of greater than 10% of the outstanding Common Stock of Prestige Brands Holdings, Inc., a Delaware corporation (the “Company”), Form 144 and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder as well as a Schedule 13D or Schedule 13G and any amendments thereto;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144, Form 3, 4 or 5 or Schedule 13D or Schedule 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and

take any and all other actions of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney revokes any prior power of attorney relating to the subject matter hereof and shall remain in full force and effect until the undersigned is no longer required to file Form 144, Forms 3, 4 and 5 and Schedule 13D or Schedule 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on May 8, 2017.

/s/ Natale S. Ricciardi

Natale S. Ricciardi