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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | 11/30/2010 | F | 111 (1) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 111 | $ 70.25 | 5,182 | D | ||||
| Non-Qualified Stock Option 10/12/09 | $ 65.63 | 10/12/2012(3) | 10/11/2019 | Energizer Holdings, Inc. Common Stock | 15,000 | 15,000 | D | ||||||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | (4) | (2) | Energizer Holdings, Inc. Common Stock | 4,005 | 4,005 | D | ||||||||
| Phantom Stock Units in Executive Savings Investment Plan | $ 0 | (2) | (2) | Energizer Holdings, Inc. Common Stock | 20 | 20 | D | ||||||||
| Restricted Stock Equiv. 11/1/10 PB | $ 0 | (5) | (5) | Energizer Holdings, Inc. Common Stock | 8,470 | 8,470 | D | ||||||||
| Restricted Stock Equiv. 11/1/10 TB | $ 0 | (6) | (6) | Energizer Holdings, Inc. Common Stock | 3,630 | 3,630 | D | ||||||||
| Restricted Stock Equivalent 10/12/09 PB | $ 0 | (7) | (7) | Energizer Holdings, Inc. Common Stock | 9,800 | 9,800 | D | ||||||||
| Restricted Stock Equivalent 10/12/09 TB | $ 0 | (8) | (8) | Energizer Holdings, Inc. Common Stock | 4,200 | 4,200 | D | ||||||||
| Restricted Stock Equivalent 10/13/08 | $ 0 | (9) | (9) | Energizer Holdings, Inc. Common Stock | 12,000 | 12,000 | D | ||||||||
| Restricted Stock Equivalents 5/19/03 | $ 0 | (10) | (10) | Energizer Holdings, Inc. Common Stock | 6,666 | 6,666 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CONRAD PETER J ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 |
VICE PRESIDENT - HR | |||
| PETER J. CONRAD | 12/22/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Required tax withholding on deferral of 2010 bonus which was credited to the deferred compensation plan on November 30, 2010, valued at market close on November 15, 2010. This transaction was omitted from the form 4 filed on December 2, 2010. |
| (2) | Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. |
| (3) | 100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011. |
| (4) | Company match on deferrals of 2010 bonus payment into Energizer phantom stock units in Deferred Compensation Plan vest 3 years from grant, provided matched deferrals remain in units for a period of one year. In accordance with the terms of the Plan, the initial value of the units is the closing price of ENR Common Stock on November 15th of the year units are credited. |
| (5) | 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2013, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/10 and 9/30/13, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. |
| (6) | Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/1/2013 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company. |
| (7) | 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. |
| (8) | Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/12/2012 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company. |
| (9) | 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control. |
| (10) | Restricted Stock Equivalents convert into shares of Energizer Common Stock - 1/3 on 5/19/06, 1/3 on 5/19/09 and 1/3 on 5/19/12, unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55. |