Sec Form 4 Filing - O'Toole Eric F @ EDGEWELL PERSONAL CARE Co - 2020-11-13

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
O'Toole Eric F
2. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [ EPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, North America
(Last) (First) (Middle)
C/O EDGEWELL PERSONAL CARE COMPANY, 6 RESEARCH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2020
(Street)
SHELTON, CT06484
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
11/13/2021( 1 )
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 11/13/2020 $ 35.37 11/13/2020 A 5,637 11/13/2021( 1 ) 11/13/2030 Common Stock 5,637 $ 0 5,637 D
Non-Qualified Stock Options (Premium) 11-13-2020 $ 38.91 11/13/2020 A 11,795 11/13/2030 Common Stock 11,795 $ 0 11,795 D
Restricted Stock Equivalents (RSE) 11/13/2020 $ 0 11/13/2020 A 7,917 11/13/2021( 2 ) ( 2 ) Common Stock 7,917 $ 0 7,917 D
Performance Restricted Stock Equivalents (PRSE) 11/13/2020 $ 0 11/13/2020 A 11,875 ( 3 ) ( 3 ) Common Stock 11,875 $ 0 11,875 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Toole Eric F
C/O EDGEWELL PERSONAL CARE COMPANY
6 RESEARCH DRIVE
SHELTON, CT06484
President, North America
Signatures
Marisa Iasenza, Attorney in Fact 11/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )One-third of the Options will become exercisable on each of 11/13/2021, 11/13/2022 and 11/13/2023, 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 11/13/2021, 11/13/2022 and 11/13/2023 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 PRSEs 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, 2023 if the following specified performance criteria is met: Relative Total Shareholder Return for the "Performance Period" beginning on October 1, 2020 and ending on September 30, 2023 (100%). Percentage will range from 0% to 100% based on company performance.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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