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*
MCCLANATHAN JOSEPH W

(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)
PRES. & CEO ENERGIZER BATTERY
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2008
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 3,126 D
Energizer Holdings, Inc. Common Stock 3,751 I By 401(k)
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
Phantom Units in DCP - Performance $0 10/30/2008 F 410 (1) (1) Energizer Holdings, Inc. Common Stock 410 $51.34 25,453 D
Non-Qualified Stock Option 1/26/04 $42.9 01/26/2005(2) 01/25/2014 Energizer Holdings, Inc. Common Stock 50,000 50,000 D
Non-Qualified Stock Option 10/19/04 $46.13 10/19/2005(3) 10/18/2014 Energizer Holdings, Inc. Common Stock 20,000 20,000 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 Stk Units in Deferred Compensation Plan CM $0 (5) (1) Energizer Holdings, Inc. Common Stock 8,431 8,431 D
Phantom Stock Units in Deferred Compensation Plan $0 (1) (1) Energizer Holdings, Inc. Common Stock 26,769 26,769 D
Phantom Stock Units in Executive Savings Investment Plan $0 (1) (1) Energizer Holdings, Inc. Common Stock 3,575 3,575 D
Restricted Stock Equivalent 10/10/07 $0 (6) (6) Energizer Holdings, Inc. Common Stock 14,000 14,000 D
Restricted Stock Equivalent 10/13/08 $0 (7) (7) Energizer Holdings, Inc. Common Stock 20,000 20,000 D
Restricted Stock Equivalent 10/9/06 $0 (8) (8) Energizer Holdings, Inc. Common Stock 20,000 20,000 D
Restricted Stock Equivalents $0 (9) (9) Energizer Holdings, Inc. Common Stock 30,000 30,000 D
Restricted Stock Equivalents 5/19/03 $0 (10) (10) Energizer Holdings, Inc. Common Stock 20,000 20,000 D
Explanation of Responses:
1. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
2. Exercisable at a rate of 20% per year commencing 1/26/05.
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. Company match on deferrals of 2007 bonus payment into Energizer phantom stock units in Deferred Compensation Plan vest 3 years from grant, provided matched deferrals remain in units for a period of one year. In accordance with the terms of the Plan, the initial value of the units is the closing price of ENR Common Stock on November 15th of the year units are credited.
6. 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.
7. 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.
8. 25% of Restricted Stock Equivalents granted will vest and convert into shares of Energizer Common Stock on 10/9/09, 25% will vest and convert into shares of Energizer Common Stock in November, 2009, 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 and convert into shares of Energizer Common Stock at that time only if CAGR equals or exceeds 15% (with incremental vesting between 11 and 15%). All equivalents will also vest and convert into shares of Energizer Common Stock upon the reporting person's death, involuntary termination (other than for cause) or Change in Control of the Company. All equivalents that do not vest will be forfeited.
9. Restricted stock equivalents will convert into shares of Energizer Common Stock three years from the date of grant 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 forfeiture if Reporting Person terminates employment within three years of grant.
10. 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.
JOSEPH W. MCCLANATHAN 11/03/2008
** Signature of Reporting Person Date
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