Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HATFIELD DAVID P
  2. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [EPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O EDGEWELL PERSONAL CARE COMPANY, 1350 TIMBERLAKE MANOR PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

CHESTERFIELD, MO 63017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2019   M   52,238 (1) A $ 0 104,615 I Shares owned by Joint Trust
Common Stock               18,619 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Equivalent 11/3/2016 $ 0 03/01/2019   J     992   (2)   (2) Common Stock 992 $ 0 3,470 (3) D  
Non-Qualified Stock Options 11/3/2016 $ 74.7 03/01/2019   J     3,711   (2)   (2) Common Stock 3,711 $ 0 12,989 (4) D  
Performance Stock Equivalents 11/3/2016 $ 0 03/01/2019   J     4,462   (2)   (2) Common Stock 4,462 $ 0 15,619 (5) D  
Restricted Stock Equivalent 11/13/2017 $ 0 03/01/2019   J     4,981   (2)   (2) Common Stock 4,981 $ 0 6,225 (3) D  
Non-Qualified Stock Options 11/13/2017 $ 58.9 03/01/2019   J     12,005   (2)   (2) Common Stock 12,005 $ 0 15,005 (4) D  
Performance Stock Equivalents 11/13/2017 $ 0 03/01/2019   J     31,127   (2)   (2) Common Stock 31,127 $ 0 24,901 (6) D  
Restricted Stock Equivalents 11/15/2018 $ 0 03/01/2019   J     23,180   (2)   (2) Common Stock 23,180 $ 0 0 D  
Non-Qualified Stock Options 11/15/2018 $ 42.71 03/01/2019   J     50,887   (2)   (2) Common Stock 50,887 $ 0 0 D  
Performance Stock Equivalents 11/15/2018 $ 0 03/01/2019   J     241,162   (2)   (2) Common Stock 241,162 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HATFIELD DAVID P
C/O EDGEWELL PERSONAL CARE COMPANY
1350 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MO 63017
  X      

Signatures

 Marisa Iasenza, Attorney-in-Fact   03/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Previously deferred Restricted Stock Equivalents converted into shares of Edgewell common stock due to Mr. Hatfield's departure from the Company on March 1, 2019. These shares of Edgewell common stock will be delivered to Mr. Hatfield on September 3, 2019.
(2) Unvested award forfeited upon Mr. Hatfield's departure from the Company on March 1, 2019.
(3) These shares vested upon Mr. Hatfield's departure from the Company on March 1, 2019. These shares will be delivered to Mr. Hatfield on September 3, 2019.
(4) These options vested upon Mr. Hatfield's departure from the Company. He will have 5 years from his departure date to exercise them.
(5) These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2019 if specified performance criteria are met subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs is the adjusted earnings per share of the Company for its 2019 fiscal year.
(6) These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2020 if specified performance criteria are met subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs are the adjusted earnings per share of the Company for its 2020 fiscal year and the adjusted cumulative free cash flow of the Company for its 2020 fiscal year as a percentage of adjusted net sales of the Company for its 2020 fiscal year.

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