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^*

VerNooy David S

(Last)

(First)

(Middle)

C/O EDGEWELL PERSONAL CARE COMPANY

1350 TIMBERLAKE MANOR PARKWAY

(Street)

CHESTERFIELD

63017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [ EPC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2017

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	09/30/2017		M		1,501⁽¹⁾	A	$0.00	22,070	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)
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)
Restricted Stock Equivalent 11/3/2016	$0.00	09/30/2017		J			2,678	⁽²⁾	⁽²⁾	Common Stock	2,678	$0.00	0	D
Non-Qualified Stock Options 11/3/2016	$74.7	09/30/2017		J			10,021	⁽²⁾	⁽²⁾	Common Stock	10,021	$0.00	0	D
Performance Stock Equivalents 11/3/2016	$0.00	09/30/2017		J			4,017	⁽²⁾	⁽²⁾	Common Stock	4,017	$0.00	0	D
Restricted Stock Equivalent 7/8/2015	$0.00	09/30/2017		J			500	⁽²⁾	⁽²⁾	Common Stock	500	$0.00	1,501	D
Restricted Stock Equivalent 7/8/2015	$0.00	09/30/2017		M			1,501	⁽¹⁾	⁽¹⁾	Common Stock	1,501	$0.00	0	D
Non-Qualified Stock Options 7/6/2015	$100.68	09/30/2017		J			1,738	⁽³⁾	⁽³⁾	Common Stock	1,738	$0.00	5,213	D

Explanation of Responses:

1. Vesting of Restricted Stock Equivalents accelerated pro rata and converted into shares of Edgewell common stock due to Mr. VerNooy's retirement on September 30, 2017. These shares of Edgewell common stock will be delivered to Mr. VerNooy on March 30, 2018.

2. Unvested award forfeited upon Mr. VerNooy's retirement from the Company on September 30, 2017.

3. Vesting of Non-Qualified Stock Options accelerated pro rata due to Mr. VerNooy's retirement on September 30, 2017. He has 5 years from his retirement date to exercise these options.

Remarks:

	Jeffrey A. Gershowitz, Attorney-in-Fact	10/03/2017
	** 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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