Filing Details

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SCHEDULE 13G

 

1	NAMES OF REPORTING PERSONS
	Aqua Capital, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			6,260,000 shares of common stock, par value $.01 per share (“Common Stock”) (1)
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			6,260,000 shares of Common Stock (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,260,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7222%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO (2)

(1) Aqua Capital, Ltd. is the direct holder of the Energizer Holdings, Inc. shares of Common Stock and has direct beneficial ownership of the stock.

(2) Aqua Capital, Ltd. is a British Virgin Islands company.

1	NAMES OF REPORTING PERSONS
	Durango Capital, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			6,260,000 shares of Common Stock (3)
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			6,260,000 shares of Common Stock (3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,260,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7222%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO (4)

(3) Durango Capital, Ltd. is the sole shareholder of Aqua Capital, Ltd. Durango Capital, Ltd. is owned 50% by The Apollo Trust (established under the laws of Bermuda) and 50% by The Minerva Trust (established under the laws of Bermuda).

(4) Durango Capital, Ltd. is a British Virgin Islands company.

1	NAMES OF REPORTING PERSONS
	Fundación Omerinta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			6,260,000 shares of Common Stock (5)
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			6,260,000 shares of Common Stock (5)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,260,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7222%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (6)

(5) Fundación Omerinta is the Protector of each of The Apollo Trust and The Minerva Trust. As the Protector, Fundación Omerinta controls the appointment of the trustees of The Apollo Trust and The Minerva Trust, which are the only shareholders of Durango Capital, Ltd., the sole shareholder of Aqua Capital, Ltd.

(6) Fundación Omerinta is a Panamanian Private Interest Foundation.

1	NAMES OF REPORTING PERSONS
	Brinza International Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Belize
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			6,260,000 shares of Common Stock (7)
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			6,260,000 shares of Common Stock (7)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,260,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7222%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO (8)

(7) Brinza International Corp. is the Founder and sole member of the Foundation Council (which acts like a board of directors) of Fundación Omerinta.

(8)  Brinza International Corp. is a company organized in Belize.

1	NAMES OF REPORTING PERSONS
	Fundación Barniz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			6,260,000 shares of Common Stock (9)
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			6,260,000 shares of Common Stock (9)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,260,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7222%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (10)

(9) Fundación Barniz is the sole shareholder of Brinza International Corp.

(10) Fundación Barniz is a Panamanian Private Interest Foundation.

1	NAMES OF REPORTING PERSONS
	Alfredo Jose Diez Ramirez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Colombia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER
			6,260,000 shares of Common Stock (11)
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER
			6,260,000 shares of Common Stock (11)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,260,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7222%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(11) Alfredo Jose Diez Ramirez is the Founder and Protector of Fundación Barniz and the sole director and president of Durango Capital, Ltd.

EXPLANATORY NOTE

 

Aqua Capital, Ltd. (“Aqua”) is the direct holder of the shares of Energizer Holdings, Inc. Common Stock. The following is a brief summary of the organizational structure of the Reporting Persons:

Item 1.

 

(a)	Name of Issuer:

 

Energizer Holdings, Inc.

 

(b)	Address of Issuer’s Principal Executive Offices:

 

533 Maryville, University Drive, Saint Louis, MO 63141

 

Item 2.

 

 

The statement is being filed by:

 

 

 

 

 

 

 

The principal business address of each of the Reporting Persons is as follows:

Aqua Capital, Ltd.

Tortola Pier Park,

Building l, Second Floor

Wickhams Cay 1

Road Town, Tortola

British Virgin Islands

Durango Capital, Ltd.

Tortola Pier Park,

Building l, Second Floor

Wickhams Cay 1

Road Town, Tortola

British Virgin Islands

Fundación Omerinta

Calle Aquilino de la Guardia, No. 8

Edificio IGRA

Panamá

República de Panamá

Brinza International Corp.

60 Market Square

Belize City, Belize

Fundación Barniz

Calle Aquilino de la Guardia, No. 8

Edificio IGRA

Panamá

República de Panamá

Alfredo Jose Diez Ramirez

Edificio Los Rincones

Calle 4 #3915 Apt.101

Medellín,

República de Colombia

 

 

See response to Item 4 on each of the cover pages.

 

 

Common Stock

 

 

29272W109

 

 

(a)	Amount Beneficially Owned:

See responses to Item 9 on each cover page.

 

(b)	Percent of Class:

 

See responses to Item 11 on each cover page.

 

(c)	Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page.

 

(ii)

Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

 

See responses to Item 7 on each cover page.

 

 

See responses to Item 8 on each cover page.

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

 

 

Not Applicable.

 

 

See response to Item 2(a) above.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

 

EXHIBIT 1

 

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13G and any amendments thereto, with respect to the ownership by each of the undersigned of shares of common stock of Energizer Holdings, Inc., a Delaware corporation.  The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

 

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