SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SESCLEIFER DANIEL J
(Last) (First) (Middle)
ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
(Street)
ST. LOUIS MO 63141
(City) (State) (Zip)
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)
EXECUTIVE VICE PRESIDENT & CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/30/2006 M 10,000 A $21.0625 10,000 D
Energizer Holdings, Inc. Common Stock 08/30/2006 S 5,000 D $65.75 5,000 D
Energizer Holdings, Inc. Common Stock 08/30/2006 S 3,500 D $66.22 1,500 D
Energizer Holdings, Inc. Common Stock 08/30/2006 S 1,500 D $66.2 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 11/20/00 $21.0625 08/30/2006 M 10,000 11/20/2001 11/19/2010 Energizer Holdings, Inc. Common Stock 10,000 $0 30,000 D
Phantom Stk Units in Deferred Compensation Plan CM $0 08/30/2006 I 1,066 (1) (1) Energizer Holdings, Inc. Common Stock 1,066 $66.2 3,832 D
Phantom Stock Units in Deferred Compensation Plan $0 08/30/2006 I 13,037 (2) (2) Energizer Holdings, Inc. Common Stock 13,037 $66.2 8,769 D
Non-Qualified Stock Option 10/19/04 $46.13 10/19/2005(3) 10/18/2014 Energizer Holdings, Inc. Common Stock 10,000 10,000 D
Non-Qualified Stock Option 9/23/02 $30.1 09/23/2005(4) 09/22/2012 Energizer Holdings, Inc. Common Stock 50,000 50,000 D
Phantom Stock Units in Executive Savings Investment Plan $0 (2) (2) Energizer Holdings, Inc. Common Stock 41 41 D
Phantom Units in DCP - Performance $0 (5) (2) Energizer Holdings, Inc. Common Stock 16,000 16,000 D
Restricted Stock Equivalent 10/19/04 $0 (6) (6) Energizer Holdings, Inc. Common Stock 5,000 5,000 D
Restricted Stock Equivalents 5/19/03 $0 (7) (7) Energizer Holdings, Inc. Common Stock 20,000 20,000 D
Explanation of Responses:
1. Company match on deferrals into Energizer phantom stock units in Deferred Compensation Plan vests 3 years from grant, provided matched deferral remains in units for a period of one year.
2. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
3. Exercisable at a rate of 25% per year commencing October 19, 2005.
4. Exercisable at the rate of 33 1/3% on grant date in the years 2005, 2006 and 2007.
5. 25% of phantom stock units granted will vest on 10/11/08, 25% will vest in November, 2008, only if the Company's compounded annual growth rate (CAGR) for earnings per share exceeds 10% for the preceding 3 year period, and the remaining 50% will vest in entirety at that time only if CAGR equals or exceeds 15% (with incremental vesting between 10 and 15%). All units that do not vest will be forfeited.
6. Restricted Stock Equivalents will convert 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 unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral is mandated by Energizer Holdings, Inc. Equivalents are subject to forfeiture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.
7. Restricted Stock Equivalents will 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.
DANIEL J. SESCLEIFER 08/31/2006
** Signature of Reporting Person Date
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).
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