Sec Form 4 Filing - MCCLANATHAN JOSEPH W @ ENERGIZER HOLDINGS INC - 2012-06-01

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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
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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1. Name and Address of Reporting Person
MCCLANATHAN JOSEPH W
2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS INC [ ENR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
PRES. & CEO ENERGIZER BATTERY
(Last) (First) (Middle)
ENERGIZER HOLDINGS, INC., 533 MARYVILLE UNIVERSITY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2012
(Street)
ST. LOUIS, MO63141
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Energizer Holdings, Inc. Common Stock 06/01/2012 M 30,000 A $ 0 41,989 D
Energizer Holdings, Inc. Common Stock 06/01/2012 F 11,998 D $ 70.23 29,991 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Non-Qualified Stock Option 10/12/09 $ 65.63 06/01/2012 D 17,500 ( 1 ) 10/12/2012( 2 ) 10/11/2019 Energizer Holdings, Inc. Common Stock 17,500 $ 0 0 D
Restricted Stock Equiv. 11/1/10 PB $ 0 06/01/2012 D 13,300 ( 3 ) ( 4 ) ( 4 ) Energizer Holdings, Inc. Common Stock 13,300 $ 0 0 D
Restricted Stock Equivalent 11/7/11 PB $ 0 06/01/2012 D 14,196 ( 3 ) ( 5 ) ( 5 ) Energizer Holdings, Inc. Common Stock 14,196 $ 0 0 D
Restricted Stock Equivalents $ 0 06/01/2012 M 30,000 ( 6 ) ( 6 ) Energizer Holdings, Inc. Common Stock 30,000 $ 0 0 D
Non-Qualified Stock Option 1/26/04 $ 42.9 01/26/2005( 7 ) 01/25/2014 Energizer Holdings, Inc. Common Stock 50,000 50,000 D
Non-Qualified Stock Option 10/19/04 $ 46.13 10/19/2005( 8 ) 10/18/2014 Energizer Holdings, Inc. Common Stock 20,000 20,000 D
Phantom Stk Units in Deferred Compensation Plan CM $ 0 ( 9 ) ( 9 ) Energizer Holdings, Inc. Common Stock 10,550 10,550 D
Phantom Stock Units in Deferred Compensation Plan $ 0 ( 9 ) ( 9 ) Energizer Holdings, Inc. Common Stock 13,467 13,467 D
Restricted Stock Equiv. 11/1/10 TB $ 0 ( 10 ) ( 10 ) Energizer Holdings, Inc. Common Stock 5,700 5,700 D
Restricted Stock Equivalent 10/10/07 $ 0 ( 11 ) ( 11 ) Energizer Holdings, Inc. Common Stock 3,414 3,414 D
Restricted Stock Equivalent 10/12/09 PB $ 0 ( 12 ) ( 12 ) Energizer Holdings, Inc. Common Stock 14,700 14,700 D
Restricted Stock Equivalent 10/12/09 TB $ 0 ( 13 ) ( 13 ) Energizer Holdings, Inc. Common Stock 6,300 6,300 D
Restricted Stock Equivalent 11/7/11 TB $ 0 ( 14 ) ( 14 ) Energizer Holdings, Inc. Common Stock 6,084 6,084 D
Restricted Stock Equivalents 5/19/03 $ 0 ( 15 ) ( 15 ) Energizer Holdings, Inc. Common Stock 13,054 13,054 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCLANATHAN JOSEPH W
ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MO63141
PRES. & CEO ENERGIZER BATTERY
Signatures
JOSEPH W. MCCLANATHAN 06/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock options forfeited in accordance with the terms of the Non-Qualified Stock Option Agreement, upon retirement from the Company prior to options vesting.
( 2 )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.
( 3 )Performance restricted stock equivalents forfeited in accordance with the terms of the award agreement upon retirement from the Company prior to awards vesting.
( 4 )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.
( 5 )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.
( 6 )Restricted stock equivalents convert into shares of Energizer Common Stock three years from the date of crediting 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 forfeiture if Reporting Person terminates employment within three years of crediting.
( 7 )Exercisable at a rate of 20% per year commencing 1/26/05.
( 8 )Exercisable at a rate of 25% per year commencing October 19, 2005.
( 9 )Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )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.
( 14 )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.
( 15 )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.

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