0001209191-15-060446.txt : 20150710
0001209191-15-060446.hdr.sgml : 20150710
20150710161716
ACCESSION NUMBER: 0001209191-15-060446
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150708
FILED AS OF DATE: 20150710
DATE AS OF CHANGE: 20150710
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ENERGIZER HOLDINGS, INC.
CENTRAL INDEX KEY: 0001632790
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
IRS NUMBER: 364802442
STATE OF INCORPORATION: MO
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 533 MARYVILLE UNIVERSITY DRIVE
CITY: SAINT LOUIS
STATE: MO
ZIP: 63141
BUSINESS PHONE: (314) 985-2000
MAIL ADDRESS:
STREET 1: 533 MARYVILLE UNIVERSITY DRIVE
CITY: SAINT LOUIS
STATE: MO
ZIP: 63141
FORMER COMPANY:
FORMER CONFORMED NAME: Energizer SpinCo, Inc.
DATE OF NAME CHANGE: 20150204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hamm Brian K
CENTRAL INDEX KEY: 0001561629
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36837
FILM NUMBER: 15983874
MAIL ADDRESS:
STREET 1: 533 MARYVILLE UNIVERSITY DRIVE
CITY: ST. LOUIS
STATE: MO
ZIP: 63141
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-07-08
0
0001632790
ENERGIZER HOLDINGS, INC.
ENR
0001561629
Hamm Brian K
C/O ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS
MO
63141
0
1
0
0
Exec. VP & CFO
Common Stock
3122
D
Restricted Stock Equivalent 11/13/2014 TB
0.00
2015-07-08
4
A
0
10216
0.00
A
Common Stock
10216
10216
D
Restricted Stock Equivalent 11/06/2013 TB
0.00
2015-07-08
4
A
0
3231
0.00
A
Common Stock
3231
3231
D
Restricted Stock Equivalent 12/10/2012 TB
0.00
2015-07-08
4
A
0
7438
0.00
A
Common Stock
7438
7438
D
Restricted Stock Equivalent 11/06/2013 TB
0.00
2015-07-08
4
A
0
9691
0.00
A
Common Stock
9691
9691
D
Restricted Stock Equivalent 12/10/2012 PB
0.00
2015-07-08
4
A
0
17350
0.00
A
Common Stock
17350
17350
D
Restricted Stock Equivalent 07/08/2015 TB
0.00
2015-07-08
4
A
0
73345
0.00
A
Common Stock
73345
73345
D
Pursuant 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.
RSE 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.
RSE 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.
RSE 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.
Each 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.
RSE 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.
PSE 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.
One-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.
/s/Brian K. Hamm
2015-07-10