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Filing Details

Accession Number:: 0001096752-13-000031
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-19 10:23:20
Reporting Period:: 2013-02-14

Filing Date:: 2013-02-19
Accepted Time:: 2013-02-19 10:23:20
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
1540661	R. Alan Hoskins	533 Maryville University Drive St. Louis MO 63141	President & Ceo, Enr Hp	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	Disposition	2013-02-14	1,111	$90.16	5,561	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	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	12,500	12,500	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stk Units in Deferred Compensation Plan CM	$0.00			2,692	2,692	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Deferred Compensation Plan	$0.00			5,468	5,468	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 12/10/12 PB	$0.00			10,578	10,578	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 12/10/12 TB	$0.00			4,534	4,534	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/18/10 PB	$0.00			8,138	8,138	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/18/10 TB	$0.00			3,487	3,487	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 PB	$0.00			6,906	6,906	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 TB	$0.00			2,960	2,960	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-10-11	12,500	12,500	Direct
	2,692	2,692	Direct
	5,468	5,468	Direct
	10,578	10,578	Direct
	4,534	4,534	Direct
	8,138	8,138	Direct
	3,487	3,487	Direct
	6,906	6,906	Direct
	2,960	2,960	Direct

Footnotes

Sale of the shares was made pursuant to a 10b5-1 plan.
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 $90.10 and $90.23. Upon request, full information regarding the number of shares sold at each separate price will be provided.
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.
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.
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 10/18/2013 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.
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.