X0306 4 2014-11-12 0 0001096752 ENERGIZER HOLDINGS INC ENR 0001540121 LaVigne Mark Stephen ENERGIZER 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS MO 63141 0 1 0 0 VP, GENERAL COUNSEL & SECY Energizer Holdings, Inc. Common Stock 2014-11-12 4 M 0 5317.0 0.0 A 9130 D Energizer Holdings, Inc. Common Stock 2014-11-12 4 F 0 1979.0 125.13 D 7151 D Restricted Stock Equiv. 11/13/14 TB 0.0 2014-11-13 4 A 0 5838.0 0.0 A Energizer Holdings, Inc. Common Stock 5838 5838 D Restricted Stock Equivalent 11/7/11 PB 0.0 2014-11-12 4 D 0 3123.0 0.0 D Energizer Holdings, Inc. Common Stock 3123 5317 D Restricted Stock Equivalent 11/7/11 PB 0.0 2014-11-12 4 M 0 5317.0 0.0 D Energizer Holdings, Inc. Common Stock 5317 0 D Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/13/2016 if Recipient is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events. 16.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2014, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/11 and 9/30/14, 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. A portion will vest upon retirement meeting certain criteria. MARK S. LAVIGNE 2014-11-14