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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | 11/30/2010 | Â | A(2) | 214 (3) | Â | Â (4) | Â (4) | Energizer Holdings, Inc. Common Stock | $ 70.25 | 487 | Â | ||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | 11/30/2010 | Â | A(2) | 854 (5) | Â | Â (4) | Â (4) | Energizer Holdings, Inc. Common Stock | $ 70.25 | 1,651 | Â | ||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | 11/30/2010 | Â | F(2) | Â | 18 | Â (4) | Â (4) | Energizer Holdings, Inc. Common Stock | $ 70.25 | 1,633 | Â | ||
| Restricted Stock Equivalent 10/10/07 | $ 0 | 11/02/2010 | Â | D(2) | Â | 3,750 (6) | Â (7) | Â (7) | Energizer Holdings, Inc. Common Stock | $ 0 | 0 | Â | ||
| Restricted Stock Equivalent 10/18/10 | $ 0 | 10/18/2010 | Â | A(2) | 3,581 | Â | Â (8) | Â (8) | Energizer Holdings, Inc. Common Stock | $ 0 | 3,581 | Â | ||
| Restricted Stock Equivalent 10/18/10 PB | $ 0 | 10/18/2010 | Â | A(2) | 8,356 | Â | Â (9) | Â (9) | Energizer Holdings, Inc. Common Stock | $ 0 | 8,356 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McColgan John James 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 |
 |  |  Principal Accounting Officer |  |
| JOHN J. MCCOLGAN | 11/09/2011 | |
| **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) | The reporting person has served as the Company's Principal Accounting Officer since January 1, 2008. However, he is not an "executive officer" for purposes of the Securities Exchange Act of 1934, as amended. All of the securities that have been acquired by the reporting person and reported on this form were acquired in exempt transactions. |
| (2) | Transaction should have been previously reported on a Form 4. |
| (3) | 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. |
| (4) | Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. |
| (5) | Deferral of Reporting Person's annual 2010 cash bonus into Energizer phantom stock units in Deferred Compensation Plan. |
| (6) | Performance restricted stock equivalent awards forfeited, in accordance with the terms of the awards, when performance vesting criteria were not achieved . |
| (7) | 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/10/10. An additional 5% will vest and convert into shares of ENR Common Stock in November, 2010, only if CAGR in earnings per share equals or exceeds 8% for the period between 9/30/07 and 9/30/10; that percentage will be 15% if CAGR for the period equals or exceeds 9%, and 25% if CAGR for the period equals or exceeds 10%. The remaining 50% of RSE granted will vest in its entirety and convert into shares of ENR Common Stock only if CAGR for the period equals or exceeds 15% (with incremental vesting between 11% and 15%). All RSE will also vest and convert upon the Reporting Person's death or permanent disability. 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. |
| (8) | Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/18/2013 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. |
| (9) | 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. |