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Filing Details

Accession Number:: 0001096752-13-000030
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-14 12:08:40
Reporting Period:: 2013-02-12

Filing Date:: 2013-02-14
Accepted Time:: 2013-02-14 12:08:40
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
1182963	J Daniel Sescleifer	Energizer Holdings, Inc. 533 Maryville University Drive St. Louis MO 63141	Executive Vice President & Cfo	No	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	2013-02-12	5,000	$46.13	16,627	No	4	M	Direct
Energizer Holdings, Inc. Common Stock	Disposition	2013-02-12	5,000	$88.72	11,627	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 10/19/04	Disposition	2013-02-12	5,000	$0.00	5,000	$46.13

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2005-10-19	2014-10-18	No	4	M	Direct

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 10/12/09	$65.63	2012-10-12	2019-10-11	25,000	25,000	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stk Units in Deferred Compensation Plan CM	$0.00			3,184	3,184	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Deferred Compensation Plan	$0.00			2,568	2,568	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Executive Savings Investment Plan	$0.00			41	41	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 11/1/10 PB	$0.00			13,300	13,300	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 11/1/10 TB	$0.00			5,700	5,700	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 12/10/12 PB	$0.00			13,222	13,222	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 12/10/12 TB	$0.00			5,667	5,667	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/10/07	$0.00			3,426	3,426	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/12/09 TB	$0.00			6,461	6,461	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/13/08	$0.00			4,895	4,895	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/19/04	$0.00			4,894	4,894	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 PB	$0.00			14,196	14,196	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 TB	$0.00			6,084	6,084	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalents 5/19/03	$0.00			19,580	19,580	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-10-11	25,000	25,000	Direct
	3,184	3,184	Direct
	2,568	2,568	Direct
	41	41	Direct
	13,300	13,300	Direct
	5,700	5,700	Direct
	13,222	13,222	Direct
	5,667	5,667	Direct
	3,426	3,426	Direct
	6,461	6,461	Direct
	4,895	4,895	Direct
	4,894	4,894	Direct
	14,196	14,196	Direct
	6,084	6,084	Direct
	19,580	19,580	Direct

Footnotes

Energizer Holdings, Inc. Phantom Stock units credited to the Reporting Person under the terms of the Nestle Purina Executive Savings Investment Plan. Such equivalents are convertible into actual shares of Energizer Holdings, Inc. stock or cash upon the Reporting Person's termination of employment from Nestle Purina PetCare.
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 $88.50 and $89.06. Upon request, full information regarding the number of shares sold at each separate price will be provided.
Exercisable at a rate of 25% per year commencing October 19, 2005.
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.
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.
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.
Restricted Stock Equivalents would otherwise have converted into shares of Energizer Holdings, Inc. common stock - 25% on 10/19/05, 25% on 10/19/06, 25% on 10/19/07 and 25% on 10/19/08 but Reporting Person elected to defer conversion until retirement or other termination. Upon vesting, on the Transaction Date indicated, equivalents were withheld in satisfaction of applicable federal and state taxes.
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 - 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.