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Filing Details

Accession Number:: 0001096752-12-000046
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-23 12:30:47
Reporting Period:: 2012-05-21

Filing Date:: 2012-05-23
Accepted Time:: 2012-05-23 11:30:47
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
1182966	J Peter Conrad	Energizer Holdings, Inc. 533 Maryville University Drive St. Louis MO 63141	Vice President - Hr	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
Energizer Holdings, Inc. Common Stock	Acquisiton	2012-05-21	6,666	$0.00	6,666	No	4	M	Direct
Energizer Holdings, Inc. Common Stock	Disposition	2012-05-21	2,164	$73.73	4,502	No	4	F	Direct
Energizer Holdings, Inc. Common Stock	Disposition	2012-05-23	4,502	$72.46	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	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	Restricted Stock Equivalents 5/19/03	Disposition	2012-05-21	6,666	$0.00	6,666	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			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	15,000	15,000	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stk Units in Deferred Compensation Plan CM	$0.00			4,300	4,300	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Deferred Compensation Plan	$0.00			6,527	6,527	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 11/1/10 PB	$0.00			8,470	8,470	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equiv. 11/1/10 TB	$0.00			3,630	3,630	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/12/09 PB	$0.00			9,800	9,800	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/12/09 TB	$0.00			4,200	4,200	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/13/08	$0.00			2,937	2,937	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 PB	$0.00			9,208	9,208	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 11/7/11 TB	$0.00			3,946	3,946	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-10-11	15,000	15,000	Direct
	4,300	4,300	Direct
	6,527	6,527	Direct
	8,470	8,470	Direct
	3,630	3,630	Direct
	9,800	9,800	Direct
	4,200	4,200	Direct
	2,937	2,937	Direct
	9,208	9,208	Direct
	3,946	3,946	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 $72.37 and $72.70. Upon request, full information regarding the number of shares sold at each separate price will be provided.
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.
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.
12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, 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 10/12/2012 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.