Sec Form 4 Filing - LITTLE ROD R @ EDGEWELL PERSONAL CARE Co - 2022-11-11

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
LITTLE ROD R
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O EDGEWELL PERSONAL CARE COMPANY, 6 RESEARCH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2022
(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
Common Stock 11/11/2022 M 51,993 A $ 0 187,391 D
Common Stock 11/11/2022 F 24,100( 1 ) D $ 39.75 163,291 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
Performance Stock Equivalent 11/14/2019 $ 0 11/11/2022 M 51,993 ( 2 ) ( 2 ) Common Stock 51,993 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LITTLE ROD R
C/O EDGEWELL PERSONAL CARE COMPANY
6 RESEARCH DRIVE
SHELTON, CT06484
X Chief Executive Officer
Signatures
Rod Little 11/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld as payment of a tax liability on vesting of performance stock equivalents.
( 2 )Performance stock equivalents vested and converted into shares of EPC common stock on 11/11/2022. The original award was 143,130 shares, but only 51,993 shares of the award were vested in accordance with the performance criteria. The remainder were cancelled.

Remarks:
I, Rod Little, an Officer of Edgewell Personal Care Company, hereby authorize and designate LaTanya Langley or John Hill 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. Their 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. Signed Rod R Little on March 21, 2022.

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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