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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 Stk Units in Deferred Compensation Plan CM | $ 0 | 11/30/2011 | A | 522 (1) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 522 | $ 70.73 | 5,046 | D | ||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | 11/30/2011 | F | 55 (3) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 55 | $ 72.28 | 4,991 | D | ||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | 11/30/2011 | F | 9 (4) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 9 | $ 72.28 | 4,982 | D | ||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | 11/30/2011 | F | 31 (5) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 31 | $ 72.28 | 4,951 | D | ||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | 11/30/2011 | F | 11 (6) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 11 | $ 72.28 | 4,940 | D | ||||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | 11/30/2011 | A | 2,087 (7) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 2,087 | $ 70.73 | 7,887 | D | ||||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | 11/30/2011 | F | 43 (8) | (2) | (2) | Energizer Holdings, Inc. Common Stock | 43 | $ 70.73 | 7,844 | D | ||||
| Restricted Stock Equivalents 5/19/03 | $ 0 | 11/30/2011 | F | 140 (9) | 05/19/2006(10) | 05/19/2012(10) | Energizer Holdings, Inc. Common Stock | 140 | $ 72.28 | 19,580 | D | ||||
| Non-Qualified Stock Option 10/12/09 | $ 65.63 | 10/12/2012(11) | 10/11/2019 | Energizer Holdings, Inc. Common Stock | 18,750 | 18,750 | D | ||||||||
| Non-Qualified Stock Option 10/19/04 | $ 46.13 | 10/19/2005(12) | 10/18/2014(12) | Energizer Holdings, Inc. Common Stock | 2,500 | 2,500 | D | ||||||||
| Phantom Stock Units in Executive Savings Investment Plan | $ 0 | (2) | (2) | Energizer Holdings, Inc. Common Stock | 3,397 | 3,397 | D | ||||||||
| Restricted Stock Equilvalents 2/6/09 | $ 0 | (13) | (13) | Energizer Holdings, Inc. Common Stock | 2,617 | 2,617 | D | ||||||||
| Restricted Stock Equiv. 11/1/10 PB | $ 0 | (14) | (14) | Energizer Holdings, Inc. Common Stock | 9,660 | 9,660 | D | ||||||||
| Restricted Stock Equiv. 11/1/10 TB | $ 0 | (15) | (15) | Energizer Holdings, Inc. Common Stock | 4,140 | 4,140 | D | ||||||||
| Restricted Stock Equivalent 10/10/07 | $ 0 | (16) | (16) | Energizer Holdings, Inc. Common Stock | 2,447 | 2,447 | D | ||||||||
| Restricted Stock Equivalent 10/12/09 PB | $ 0 | (17) | (17) | Energizer Holdings, Inc. Common Stock | 11,200 | 11,200 | D | ||||||||
| Restricted Stock Equivalent 10/12/09 TB | $ 0 | (18) | (18) | Energizer Holdings, Inc. Common Stock | 4,800 | 4,800 | D | ||||||||
| Restricted Stock Equivalent 10/13/08 | $ 0 | (19) | (19) | Energizer Holdings, Inc. Common Stock | 3,671 | 3,671 | D | ||||||||
| Restricted Stock Equivalent 10/19/04 | $ 0 | (20) | (20) | Energizer Holdings, Inc. Common Stock | 4,894 | 4,894 | D | ||||||||
| Restricted Stock Equivalent 11/7/11 PB | $ 0 | (21) | (21) | Energizer Holdings, Inc. Common Stock | 10,358 | 10,358 | D | ||||||||
| Restricted Stock Equivalent 11/7/11 TB | $ 0 | (22) | (22) | Energizer Holdings, Inc. Common Stock | 4,440 | 4,440 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| STRATMANN GAYLE G ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 |
VP, GENERAL COUNSEL | |||
| GAYLE G. STRATMANN | 12/01/2011 | |
| **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) | Company match on deferrals of 2011 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. |
| (2) | Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. |
| (3) | Withholding taxes associated with vesting of 2008 Company match. |
| (4) | Mandatory tax withholding on vesting of 2009 Company match. |
| (5) | Mandatory tax withholding on vesting of 2010 Company match. |
| (6) | Mandatory tax withholding on vesting of 2011 Company match. |
| (7) | Deferral of Reporting Person's annual 2011 cash bonus into Energizer phantom stock units in Deferred Compensation Plan. |
| (8) | Required tax withholding on deferral of 2011 bonus credited to the deferred compensation plan on November 30, 2011, valued at market close on November 15, 2011. |
| (9) | Mandatory withholding taxes associated with non-vested awards for which risk of forfeiture has substantially lapsed. |
| (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. |
| (11) | 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. |
| (12) | Exercisable at a rate of 25% per year commencing October 19, 2005. |
| (13) | Vesting of performance RSEs granted 2/6/09 was contingent upon achievement of Company and individual performance goals for fiscal year 2009. Following fiscal year end, 2,674 equivalents vested and were deferred until retirement in accordance with Reporting Person's deferral election. The remaining 6,529 equivalents were forfeited in accordance with the terms of the performance award. |
| (14) | 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. |
| (15) | 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. |
| (16) | 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. |
| (17) | 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. |
| (18) | 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. |
| (19) | 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. |
| (20) | Restricted Stock Equivalents would otherwise have converted into shares of Energizer Holdings, Inc. common stock - 25% on 10/19/05, 25% on 10/19/06, 25% on 10/19/07 and 25% on 10/19/08 but Reporting Person elected to defer conversion until retirement or other termination. Upon vesting, on the Transaction Date indicated, equivalents were withheld in satisfaction of applicable federal and state taxes. |
| (21) | 16.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2014, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/11 and 9/30/14, 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. |
| (22) | Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/7/2014 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. |