X0306 4 2013-08-06 0 0001295947 Prestige Brands Holdings, Inc. PBH 0001489849 Connors Timothy 660 WHITE PLAINS RD. TARRYTOWN NY 10591 0 1 0 0 EVP, Sales & Marketing Common Stock, par value $0.01 per share 2013-08-06 4 M 0 11715 11.27 A 84784 D Common Stock, par value $0.01 per share 2013-08-06 4 S 0 11715 36.77 D 73069 D Common Stock, par value $0.01 per share 2013-08-06 4 M 0 24841 13.24 A 97910 D Common Stock, par value $0.01 per share 2013-08-06 4 S 0 24841 33.71 D 73069 D Employee Stock Option (right to buy) 11.27 2013-08-06 4 M 0 11715 0 D 2021-05-09 Common Stock 11715 23963 D Employee Stock Option (right to buy) 13.24 2013-08-06 4 M 0 24841 0 D 2022-05-09 Common Stock 24841 49681 D Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $33.75 to $33.91 The range of prices for such transaction is $33.57 to $33.81 The option vested in three approximately equal annual installments beginning on May 10, 2012. The option vests in three approximately equal annual installments beginning on May 9, 2013. /s/ Timothy Connors by Samuel C. Cowley as attorney-in fact 2013-08-08