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Filing Details

Accession Number:: 0001096752-12-000134
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-11 12:38:26
Reporting Period:: 2012-12-07

Filing Date:: 2012-12-11
Accepted Time:: 2012-12-11 12:38:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1096752	Energizer Holdings Inc	ENR	Miscellaneous Electrical Machinery, Equipment & Supplies (3690)	431863181

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1182829	M Ward Klein	Energizer 533 Maryville University Drive St. Louis MO 63141	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Energizer Holdings, Inc. Common Stock	Acquisiton	2012-12-07	40,000	$42.90	70,829	No	4	M	Direct
Energizer Holdings, Inc. Common Stock	Disposition	2012-12-07	40,000	$80.87	30,829	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Energizer Holdings, Inc. Common Stock	Non-Qualified Stock Option 1/26/04	Disposition	2012-12-07	40,000	$0.00	40,000	$42.90
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 12/10/12 PB	Acquisiton	2012-12-10	52,888	$0.00	52,888	$0.00
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 12/10/12 TB	Acquisiton	2012-12-10	22,667	$0.00	22,667	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
60,000	2005-01-26	2014-01-25	No	4	M	Direct
52,888			No	4	A	Direct
22,667			No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Energizer Holdings, Inc. Common Stock	5,222	Indirect	By 401(k)
Energizer Holdings, Inc. Common Stock	12,000	Indirect	CSK Family Trust
Energizer Holdings, Inc. Common Stock	800	Indirect	Immediate Family
Energizer Holdings, Inc. Common Stock	12,000	Indirect	WMK Family Trust
Energizer Holdings, Inc. Common Stock	5,523	Indirect	by Spouse

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Energizer Holdings, Inc. Common Stock	Non-Qualified Stock Option 1/14/05	$49.18	2006-01-14	2015-01-13	45,000	45,000	Direct
Energizer Holdings, Inc. Common Stock	Non-Qualified Stock Option 10/12/09	$65.63	2012-10-12	2019-10-11	38,000	38,000	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stk Units in Deferred Compensation Plan CM	$0.00			20,407	20,407	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Deferred Compensation Plan	$0.00			176,391	176,391	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Executive Savings Investment Plan	$0.00			2,855	2,855	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 11/1/10 PB	$0.00			53,630	53,630	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 11/1/10 TB	$0.00			22,985	22,985	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/10/07	$0.00			13,656	13,656	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/12/09 TB	$0.00			25,453	25,453	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/13/08	$0.00			20,972	20,972	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 PB	$0.00			61,382	61,382	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 TB	$0.00			26,306	26,306	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalents	$0.00			30,000	30,000	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalents 1/14/05	$0.00			21,887	21,887	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalents 5/19/03	$0.00			19,556	19,556	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2015-01-13	45,000	45,000	Direct
2019-10-11	38,000	38,000	Direct
	20,407	20,407	Direct
	176,391	176,391	Direct
	2,855	2,855	Direct
	53,630	53,630	Direct
	22,985	22,985	Direct
	13,656	13,656	Direct
	25,453	25,453	Direct
	20,972	20,972	Direct
	61,382	61,382	Direct
	26,306	26,306	Direct
	30,000	30,000	Direct
	21,887	21,887	Direct
	19,556	19,556	Direct

Footnotes

In accordance with SEC guidance authorizing aggregate reporting of same-day, same-way open market purchases and sales, the shares were sold at a price range between $80.735 and $81.00. Upon request, full information regarding the number of shares sold at each separate price will be provided.
Exercisable at a rate of 20% per year commencing 1/26/05.
Performance Restricted Stock Equivalents (PSE) granted will vest in three years, subject to achievement of applicable performance criteria, as long as Recipient is still employed with the Company. All PSE will also vest and convert upon the Reporting Person's death. In the event of a change in control, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited.
Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/5/2015 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death, or in the event of a change of control of the Company.
Exercisable at the rate of 25% per year commencing 1/14/06.
100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011.
Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
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 11/1/2013 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.
25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/10/10. An additional 5% will vest and convert into shares of ENR Common Stock in November, 2010, only if CAGR in earnings per share equals or exceeds 8% for the period between 9/30/07 and 9/30/10; that percentage will be 15% if CAGR for the period equals or exceeds 9%, and 25% if CAGR for the period equals or exceeds 10%. The remaining 50% of RSE granted will vest in its entirety and convert into shares of ENR Common Stock only if CAGR for the period equals or exceeds 15% (with incremental vesting between 11% and 15%). All RSE will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change in control, some or all of the equivalents will also vest. All equivalents that do not vest will be forfeited.
Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/12/2012 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.
25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% 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.
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.
Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/7/2014 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.
Restricted stock equivalents convert into shares of Energizer Common Stock three years from the date of grant unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeiture if Reporting Person terminates employment within three years of grant.
Restricted Stock Equivalents convert into shares of Energizer Holdings, Inc. common stock - 25% on 1/14/06, 25% on 1/14/07, 25% on 1/14/08 and 25% on 1/14/09. Equivalents are subject to forfeiture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.
Restricted Stock Equivalents convert into shares of Energizer Common Stock - 1/3 on 5/19/06, 1/3 on 5/19/09 and 1/3 on 5/19/12, unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.