Sec Form 4 Filing - McColgan John James @ ENERGIZER HOLDINGS INC - 2013-08-09

Insider filing report for Changes in Beneficial Ownership
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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
McColgan John James
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)
Principal Accounting Officer
(Last) (First) (Middle)
533 MARYVILLE UNIVERSITY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2013
(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 08/09/2013 S 7,664 D $ 99.6316 ( 1 ) 0 D
Energizer Holdings, Inc. Common Stock 08/12/2013 M 7,500 A $ 65.63 7,500 D
Energizer Holdings, Inc. Common Stock 08/12/2013 S 7,500 D $ 99.8035 ( 2 ) 0 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 08/12/2013 M 7,500 10/12/2012( 3 ) 10/11/2019 Energizer Holdings, Inc. Common Stock 7,500 $ 0 0 D
Phantom Stk Units in Deferred Compensation Plan CM $ 0 ( 4 ) ( 4 ) Energizer Holdings, Inc. Common Stock 622 622 D
Phantom Stock Units in Deferred Compensation Plan $ 0 ( 4 ) ( 4 ) Energizer Holdings, Inc. Common Stock 2,183 2,183 D
Restricted Stock Equiv. 12/10/12 PB $ 0 ( 5 ) ( 5 ) Energizer Holdings, Inc. Common Stock 4,628 4,628 D
Restricted Stock Equiv. 12/10/12 TB $ 0 ( 6 ) ( 6 ) Energizer Holdings, Inc. Common Stock 1,984 1,984 D
Restricted Stock Equivalent 10/18/10 PB $ 0 ( 7 ) ( 7 ) Energizer Holdings, Inc. Common Stock 8,356 8,356 D
Restricted Stock Equivalent 10/18/10 TB $ 0 ( 8 ) ( 8 ) Energizer Holdings, Inc. Common Stock 3,581 3,581 D
Restricted Stock Equivalent 11/7/11 PB $ 0 ( 9 ) ( 9 ) Energizer Holdings, Inc. Common Stock 8,058 8,058 D
Restricted Stock Equivalent 11/7/11 TB $ 0 ( 10 ) ( 10 ) Energizer Holdings, Inc. Common Stock 3,453 3,453 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McColgan John James
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MO63141
Principal Accounting Officer
Signatures
JOHN J. MCCOLGAN 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In accordance with SEC guidance authorizing aggregate reporting of same-day, same-way open market purchases and sales, the shares were sold at a price range between $99.60 and $99.90. Upon request, full information regarding the number of shares sold at each separate price will be provided.
( 2 )In accordance with SEC guidance authorizing aggregate reporting of same-day, same-way open market purchases and sales, the shares were sold at a price range between $99.80 and $99.85. Upon request, full information regarding the number of shares sold at each separate price will be provided.
( 3 )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.
( 4 )Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdi ngs, Inc.
( 5 )Performance Restricted Stock Equivalents (PSE) granted will vest in three years, subject to achievement of applicable performance criteria, as long as Recipient is still employed with the Company. All PSE will also vest and convert upon the Reporting Person's death. 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.
( 6 )Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/5/2015 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death, or in the event of a change of control of the Company.
( 7 )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.
( 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.
( 9 )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.
( 10 )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.

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