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)
02/12/2013
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 (1) 02/12/2013 M 5,000 A $46.13 16,627 D
Energizer Holdings, Inc. Common Stock 02/12/2013 S 5,000 D $88.7242 (2) 11,627 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 10/19/04 (1) $46.13 02/12/2013 M 5,000 10/19/2005 (3) 10/18/2014 Energizer Holdings, Inc. Common Stock 5,000 $0.0 0.0 D
Non-Qualified Stock Option 10/12/09 $65.63 10/12/2012 (4) 10/11/2019 Energizer Holdings, Inc. Common Stock 25,000 25,000 D
Phantom Stk Units in Deferred Compensation Plan CM $0.0 (5) (5) Energizer Holdings, Inc. Common Stock 3,184 3,184 D
Phantom Stock Units in Deferred Compensation Plan $0.0 (5) (5) Energizer Holdings, Inc. Common Stock 2,568 2,568 D
Phantom Stock Units in Executive Savings Investment Plan $0.0 (5) (5) Energizer Holdings, Inc. Common Stock 41 41 D
Restricted Stock Equiv. 11/1/10 PB $0.0 (6) (6) Energizer Holdings, Inc. Common Stock 13,300 13,300 D
Restricted Stock Equiv. 11/1/10 TB $0.0 (7) (7) Energizer Holdings, Inc. Common Stock 5,700 5,700 D
Restricted Stock Equiv. 12/10/12 PB $0.0 (8) (8) Energizer Holdings, Inc. Common Stock 13,222 13,222 D
Restricted Stock Equiv. 12/10/12 TB $0.0 (9) (9) Energizer Holdings, Inc. Common Stock 5,667 5,667 D
Restricted Stock Equivalent 10/10/07 $0.0 (10) (10) Energizer Holdings, Inc. Common Stock 3,426 3,426 D
Restricted Stock Equivalent 10/12/09 TB $0.0 (11) (11) Energizer Holdings, Inc. Common Stock 6,461 6,461 D
Restricted Stock Equivalent 10/13/08 $0.0 (12) (12) Energizer Holdings, Inc. Common Stock 4,895 4,895 D
Restricted Stock Equivalent 10/19/04 $0.0 (13) (13) Energizer Holdings, Inc. Common Stock 4,894 4,894 D
Restricted Stock Equivalent 11/7/11 PB $0.0 (14) (14) Energizer Holdings, Inc. Common Stock 14,196 14,196 D
Restricted Stock Equivalent 11/7/11 TB $0.0 (15) (15) Energizer Holdings, Inc. Common Stock 6,084 6,084 D
Restricted Stock Equivalents 5/19/03 $0.0 (16) (16) Energizer Holdings, Inc. Common Stock 19,580 19,580 D
Explanation of Responses:
1. Energizer Holdings, Inc. Phantom Stock units credited to the Reporting Person under the terms of the Nestle Purina Executive Savings Investment Plan. Such equivalents are convertible into actual shares of Energizer Holdings, Inc. stock or cash upon the Reporting Person's termination of employment from Nestle Purina PetCare.
2. 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 $88.50 and $89.06. Upon request, full information regarding the number of shares sold at each separate price will be provided.
3. Exercisable at a rate of 25% per year commencing October 19, 2005.
4. 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.
5. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
6. 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.
7. 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.
8. Performance Restricted Stock Equivalents (PSE) granted will vest in three years, subject to achievement of applicable performance criteria, as long as Recipient is still employed with the Company. All PSE will also vest and convert upon the Reporting Person's death. In the event of a change in control, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited.
9. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/5/2015 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death, or in the event of a change of control of the Company.
10. 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/10/10. An additional 5% will vest and convert into shares of ENR Common Stock in November, 2010, only if CAGR in earnings per share equals or exceeds 8% for the period between 9/30/07 and 9/30/10; that percentage will be 15% if CAGR for the period equals or exceeds 9%, and 25% if CAGR for the period equals or exceeds 10%. The remaining 50% of RSE granted will vest in its entirety and convert into shares of ENR Common Stock only if CAGR for the period equals or exceeds 15% (with incremental vesting between 11% and 15%). All RSE will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change in control, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited.
11. 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.
12. 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.
13. Restricted Stock Equivalents would otherwise have converted 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 but Reporting Person elected to defer conversion until retirement or other termination. Upon vesting, on the Transaction Date indicated, equivalents were withheld in satisfaction of applicable federal and state taxes.
14. 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.
15. 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.
16. 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.
DANIEL J. SESCLEIFER 02/13/2013
** Signature of Reporting Person Date
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