X0306 4 2013-11-05 0 0001096752 ENERGIZER HOLDINGS INC ENR 0001182829 KLEIN WARD M ENERGIZER 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS MO 63141 1 1 0 0 CHIEF EXECUTIVE OFFICER Energizer Holdings, Inc. Common Stock 2013-11-05 4 M 0 19789.0 0.0 A 62581 D Energizer Holdings, Inc. Common Stock 2013-11-05 4 F 0 9489.0 100.88 D 53092 D Energizer Holdings, Inc. Common Stock 5200 I By 401(k) Energizer Holdings, Inc. Common Stock 12000 I CSK Family Trust Energizer Holdings, Inc. Common Stock 800 I Immediate Family Energizer Holdings, Inc. Common Stock 12000 I WMK Family Trust Energizer Holdings, Inc. Common Stock 5523 I by Spouse Restricted Stock Equiv. 11/1/10 PB 0.0 2013-11-05 4 D 0 33841.0 0.0 D Energizer Holdings, Inc. Common Stock 33841 19789 D Restricted Stock Equiv. 11/1/10 PB 0.0 2013-11-05 4 M 0 19789.0 0.0 D Energizer Holdings, Inc. Common Stock 19789 0 D Restricted Stock Equivalent 11/6/13 TB 0.0 2013-11-06 4 A 0 10831.0 0.0 A Energizer Holdings, Inc. Common Stock 10831 10831 D 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. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/6/2016 if Recipient is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. WARD M. KLEIN 2013-11-07