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*
CONRAD PETER 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)
VICE PRESIDENT - HR
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2012
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 05/21/2012 M 6,666 A $0.0 6,666 D
Energizer Holdings, Inc. Common Stock 05/21/2012 F 2,164 D $73.73 4,502 D
Energizer Holdings, Inc. Common Stock 05/23/2012 S 4,502 D $72.4602 (1) 0.0 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
Restricted Stock Equivalents 5/19/03 $0.0 05/21/2012 M 6,666 (2) (2) Energizer Holdings, Inc. Common Stock 6,666 $0.0 0.0 D
Non-Qualified Stock Option 10/12/09 $65.63 10/12/2012 (3) 10/11/2019 Energizer Holdings, Inc. Common Stock 15,000 15,000 D
Phantom Stk Units in Deferred Compensation Plan CM $0.0 (4) (4) Energizer Holdings, Inc. Common Stock 4,300 4,300 D
Phantom Stock Units in Deferred Compensation Plan $0.0 (4) (4) Energizer Holdings, Inc. Common Stock 6,527 6,527 D
Restricted Stock Equiv. 11/1/10 PB $0.0 (5) (5) Energizer Holdings, Inc. Common Stock 8,470 8,470 D
Restricted Stock Equiv. 11/1/10 TB $0.0 (6) (6) Energizer Holdings, Inc. Common Stock 3,630 3,630 D
Restricted Stock Equivalent 10/12/09 PB $0.0 (7) (7) Energizer Holdings, Inc. Common Stock 9,800 9,800 D
Restricted Stock Equivalent 10/12/09 TB $0.0 (8) (8) Energizer Holdings, Inc. Common Stock 4,200 4,200 D
Restricted Stock Equivalent 10/13/08 $0.0 (9) (9) Energizer Holdings, Inc. Common Stock 2,937 2,937 D
Restricted Stock Equivalent 11/7/11 PB $0.0 (10) (10) Energizer Holdings, Inc. Common Stock 9,208 9,208 D
Restricted Stock Equivalent 11/7/11 TB $0.0 (11) (11) Energizer Holdings, Inc. Common Stock 3,946 3,946 D
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 $72.37 and $72.70. Upon request, full information regarding the number of shares sold at each separate price will be provided.
2. Restricted Stock Equivalents 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.
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 Holdings, Inc.
5. 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.
6. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/1/2013 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 of the Company.
7. 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, 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 10/12/2012 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.
9. 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% 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. 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.
11. 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.
PETER J. CONRAD 05/23/2012
** Signature of Reporting Person Date
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