Sec Form 4 Filing - HATFIELD DAVID P @ EDGEWELL PERSONAL CARE Co - 2018-11-15

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 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 X __ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) C/O EDGEWELL PERSONAL CARE COMPANY, 1350 TIMBERLAKE MANOR PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2018 (Street) CHESTERFIELD, MO63017 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

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 Options 11/15/2018 $ 42.71 11/15/2018 A 50,887 11/15/2019( 1 ) 11/15/2028 Common Stock 50,887 $ 0 50,887 D Restricted Stock Equivalents (RSE) 11/15/2018 $ 0 11/15/2018 A 23,180 11/15/2019( 2 ) ( 2 ) Common Stock 23,180 $ 0 23,180 D Performance Stock Equivalents (PSE) 11/15/2018 $ 0 11/15/2018 A 241,162 11/15/2021( 3 ) ( 3 ) Common Stock 241,162 $ 0 241,162 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, MO63017 X Chairman, President & CEO Signatures David P. Hatfield 11/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-third of the Options will become exercisable on each of 11/15/2019, 11/15/2020 and 11/15/2021, as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events. ( 2 )One-third of the RSEs will vest and convert into shares of Edgewell common stock on each of 11/15/2019, 11/15/2020 and 11/15/2021 if the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events. ( 3 )The PSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2021 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 goals for the PSEs are the adjusted earnings per share of the Company for its 2021 fiscal year, the adjusted cumulative free cash flow of the Company for its 2021 fiscal year as a percentage of adjusted net sales of the Company for fiscal year 2019 through fiscal year 2021, and the achievement of targeted Project Fuel savings for the period ended September 30, 2021. The percentage of the PSEs vesting will range from 0% to 100% based on performance.

Remarks: This POA supersedes and replaces all prior POAs. I, David P. Hatfield, Chief Executive Officer of Edgewell Personal Care Company, hereby authorize and designate Marisa Iasenza to sign and file all Forms 3, 4 and 5 which I may be required to file with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. Such authority shall continue indefinitely until such time as I revoke such authority in writing. Her authority shall not be exclusive and nothing herein shall serve to prohibit me from designating other persons to sign and file my Forms 3, 4 and 5, or from so signing and filing such Forms myself.Dated: November 15, 2018

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