Sec Form 4 Filing - STRATMANN GAYLE G @ ENERGIZER HOLDINGS INC - 2012-06-01

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 STRATMANN GAYLE G 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) VP, GENERAL COUNSEL (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 3,206 D Energizer Holdings, Inc. Common Stock 3,620 I By 401(k)

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 18,750 ( 1 ) 10/12/2012( 2 ) 10/11/2019 Energizer Holdings, Inc. Common Stock 18,750 $ 0 0 D Restricted Stock Equiv. 11/1/10 PB $ 0 06/01/2012 D 9,660 ( 3 ) ( 4 ) ( 4 ) Energizer Holdings, Inc. Common Stock 9,660 $ 0 0 D Restricted Stock Equivalent 11/7/11 PB $ 0 06/01/2012 D 10,358 ( 3 ) ( 5 ) ( 5 ) Energizer Holdings, Inc. Common Stock 10,358 $ 0 0 D Non-Qualified Stock Option 10/19/04 $ 46.13 10/19/2005( 6 ) 10/18/2014( 6 ) Energizer Holdings, Inc. Common Stock 2,500 2,500 D Phantom Stock Units in Executive Savings Investment Plan $ 0 ( 7 ) ( 7 ) Energizer Holdings, Inc. Common Stock 16 16 D Restricted Stock Equilvalents 2/6/09 $ 0 ( 8 ) ( 8 ) Energizer Holdings, Inc. Common Stock 2,617 2,617 D Restricted Stock Equiv. 11/1/10 TB $ 0 ( 9 ) ( 9 ) Energizer Holdings, Inc. Common Stock 4,140 4,140 D Restricted Stock Equivalent 10/10/07 $ 0 ( 10 ) ( 10 ) Energizer Holdings, Inc. Common Stock 2,447 2,447 D Restricted Stock Equivalent 10/12/09 PB $ 0 ( 11 ) ( 11 ) Energizer Holdings, Inc. Common Stock 11,200 11,200 D Restricted Stock Equivalent 10/12/09 TB $ 0 ( 12 ) ( 12 ) Energizer Holdings, Inc. Common Stock 4,800 4,800 D Restricted Stock Equivalent 10/13/08 $ 0 ( 13 ) ( 13 ) Energizer Holdings, Inc. Common Stock 3,671 3,671 D Restricted Stock Equivalent 10/19/04 $ 0 ( 14 ) ( 14 ) Energizer Holdings, Inc. Common Stock 4,894 4,894 D Restricted Stock Equivalent 11/7/11 TB $ 0 ( 15 ) ( 15 ) Energizer Holdings, Inc. Common Stock 4,440 4,440 D Restricted Stock Equivalents 5/19/03 $ 0 05/19/2006( 16 ) 05/19/2012( 16 ) Energizer Holdings, Inc. Common Stock 19,580 19,580 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STRATMANN GAYLE G ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO63141 VP, GENERAL COUNSEL Signatures GAYLE G. STRATMANN 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 )Exercisable at a rate of 25% per year commencing October 19, 2005. ( 7 )Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )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. ( 13 )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. ( 14 )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. ( 15 )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. ( 16 )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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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