Filing Details
- Accession Number:
- 0001096752-11-000048
- Form Type:
- 5
- Zero Holdings:
- No
- Publication Time:
- 2011-11-09 15:08:45
- Reporting Period:
- 2011-09-30
- Filing Date:
- 2011-11-09
- Accepted Time:
- 2011-11-09 15:08:45
- 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 |
|---|---|---|---|---|---|---|---|
| 1534127 | James John Mccolgan | 533 Maryville University Drive St. Louis MO 63141 | Principal Accounting Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| 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 | 2010-10-10 | 406 | $72.51 | 2,072 | No | 5 | F | Direct | |
| Energizer Holdings, Inc. Common Stock | Disposition | 2011-08-05 | 2,072 | $80.61 | 0 | No | 5 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 5 | F | Direct | |
| No | 5 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Energizer Holdings, Inc. Common Stock | Phantom Stk Units in Deferred Compensation Plan CM | Acquisiton | 2010-11-30 | 214 | $70.25 | 214 | $0.00 |
| Energizer Holdings, Inc. Common Stock | Phantom Stock Units in Deferred Compensation Plan | Acquisiton | 2010-11-30 | 854 | $70.25 | 854 | $0.00 |
| Energizer Holdings, Inc. Common Stock | Phantom Stock Units in Deferred Compensation Plan | Disposition | 2010-11-30 | 18 | $70.25 | 18 | $0.00 |
| Energizer Holdings, Inc. Common Stock | Restricted Stock Equivalent 10/10/07 | Disposition | 2010-11-02 | 3,750 | $0.00 | 3,750 | $0.00 |
| Energizer Holdings, Inc. Common Stock | Restricted Stock Equivalent 10/18/10 | Acquisiton | 2010-10-18 | 3,581 | $0.00 | 3,581 | $0.00 |
| Energizer Holdings, Inc. Common Stock | Restricted Stock Equivalent 10/18/10 PB | Acquisiton | 2010-10-18 | 8,356 | $0.00 | 8,356 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 487 | No | 5 | A | Direct | ||
| 1,651 | No | 5 | A | Direct | ||
| 1,633 | No | 5 | F | Direct | ||
| 0 | No | 5 | D | Direct | ||
| 3,581 | No | 5 | A | Direct | ||
| 8,356 | No | 5 | A | Direct |
Footnotes
- The reporting person has served as the Company's Principal Accounting Officer since January 1, 2008. However, he is not an "executive officer" for purposes of the Securities Exchange Act of 1934, as amended. All of the securities that have been acquired by the reporting person and reported on this form were acquired in exempt transactions.
- Transaction should have been previously reported on a Form 4.
- Company match on deferrals of 2010 bonus payment into Energizer phantom stock units in Deferred Compensation Plan vest 3 years from grant, provided matched deferrals remain in units for a period of one year. In accordance with the terms of the Plan, the initial value of the units is the closing price of ENR Common Stock on November 15th of the year units are credited.
- Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
- Deferral of Reporting Person's annual 2010 cash bonus into Energizer phantom stock units in Deferred Compensation Plan.
- Performance restricted stock equivalent awards forfeited, in accordance with the terms of the awards, when performance vesting criteria were not achieved .
- 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 10/18/2013 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 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.
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