SEC FORM 4

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^*

DEFEO NEIL P

(Last)

(First)

(Middle)

300 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PLAYTEX PRODUCTS INC [ PYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2007		J⁽¹⁾⁽²⁾		204,189	A	$14.07	353,750	D
Common Stock⁽¹⁾⁽²⁾								204,189	I	Restricted Performance Stock
Common Stock⁽¹⁾								6,900	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. To date, 204,189 shares of common stock are restricted stock and indirectly held, which vest on the last day of the fiscal year 2007 provided the Executive remains employed and Playtex Products, Inc. attains established performance targets; 6,900 shares are in the name of a trust that the reporting person's wife is co-trustee of and are held indirectly; of the 353,750 directly held shares; 10,000 shares are owned directly and unrestricted; 204,190 shares are vested from the Company's fiscal year 2005, and were released on January 31, 2006, upon approval and attainment of the performance target; and 204,189 shares were vested for the Company's fiscal year 2006, and were released on February 12, 2007, upon approval and attainment of the performance target and the lifting of the Company's blackout period that ended on February 19, 2007. The Company withheld 64,629 shares to satisfy tax withholding requirements, for a net distribution to the Executive of 139,560 shares.

2. On the Form 4 filed on June 14, 2005, there was a 90 share mathematical error, so that the shares issued under the Restricted Performance Stock Plan was 612,568 rather than the reported 612,658.

	/s/ Paul Yestrumskas, Attorney-in-Fact for Neil DeFeo	02/22/2007
	** 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).
** 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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