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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option 10/19/04 | $ 46.13 | 10/19/2005(2) | 10/18/2014 | Energizer Holdings, Inc. Common Stock | 5,250 | 5,250 | D | ||||||||
| Phantom Stk Units in Deferred Compensation Plan CM | $ 0 | (3) | (4) | Energizer Holdings, Inc. Common Stock | 3,391 | 3,391 | D | ||||||||
| Phantom Stock Units in Deferred Compensation Plan | $ 0 | (5) | (5) | Energizer Holdings, Inc. Common Stock | 23,182 | 23,182 | D | ||||||||
| Phantom Stock Units in Executive Savings Investment Plan | $ 0 | (4) | (4) | Energizer Holdings, Inc. Common Stock | 3,795 | 3,795 | D | ||||||||
| Restricted Stock Equilvalents 2/6/09 | $ 0 | (6) | (6) | Energizer Holdings, Inc. Common Stock | 7,002 | 7,002 | D | ||||||||
| Restricted Stock Equivalent 10/10/07 | $ 0 | (7) | (7) | Energizer Holdings, Inc. Common Stock | 8,000 | 8,000 | D | ||||||||
| Restricted Stock Equivalent 10/13/08 | $ 0 | (8) | (8) | Energizer Holdings, Inc. Common Stock | 12,000 | 12,000 | D | ||||||||
| Restricted Stock Equivalent 10/9/06 | $ 0 | (9) | (9) | Energizer Holdings, Inc. Common Stock | 10,000 | 10,000 | D | ||||||||
| Restricted Stock Equivalents 5/19/03 | $ 0 | (10) | (10) | Energizer Holdings, Inc. Common Stock | 6,666 | 6,666 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CONRAD PETER J ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 |
VICE PRESIDENT - HR | |||
| PETER J. CONRAD | 05/21/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In accordance with terms of Restricted Stock Equivalent Award Agreement between Energizer Holdings, Inc. and Reporting Person, ENR stock equivalents previously credited to Reporting Person vested and converted into shares of ENR stock, except for the value of equivalents withheld for taxes due upon payment of the award to Reporting Person. |
| (2) | Exercisable at a rate of 25% per year commencing October 19, 2005. |
| (3) | Company match on deferrals of 2008 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. |
| (4) | Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. |
| (5) | Withholding taxes associated with deferral of 2008 cash bonus. |
| (6) | Performance based restricted stock equivalent awards will vest on November 16, 2009 contingent upon achievement of the individual and Company performance targets for fiscal year 2009 applicable to the Company's 2009 Annual Bonus Program. Equivalents that do not vest will be forfeited. |
| (7) | 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. |
| (8) | 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. |
| (9) | 25% of Restricted Stock Equivalents granted will vest and convert into shares of Energizer Common Stock on 10/9/09, 25% will vest and convert into shares of Energizer Common Stock in November, 2009, only if the Company's compounded annual growth rate (CAGR) for earnings per share exceeds 10% for the preceding 3 year period, and the remaining 50% will vest in entirety and convert into shares of Energizer Common Stock at that time only if CAGR equals or exceeds 15% (with incremental vesting between 11 and 15%). All equivalents will also vest and convert into shares of Energizer Common Stock upon the reporting person's death, involuntary termination (other than for cause) or Change in Control of the Company. All equivalents that do not vest will be forfeited. |
| (10) | 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. |