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