STRATMANN GAYLE G 4

Accession 0001096752-11-000036

CIK 0001096752other

View on SEC.gov Company Profile

Filed

Oct 16, 8:00 PM ET

Accepted

Oct 17, 10:34 AM ET

Size

28.6 KB

Accession

0001096752-11-000036

Insider Transaction Report

Form 4

Period: 2011-10-13

ENERGIZER HOLDINGS INCENR

STRATMANN GAYLE G

VP, GENERAL COUNSEL

Transactions

Tax Payment
Restricted Stock Equivalent 10/13/08
2011-10-13$72.46/sh−79$5,724→ 14,921 total
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (79 underlying)

Holdings

Energizer Holdings, Inc. Common Stock
3,286
Restricted Stock Equivalents 5/19/03
Exercise: $0.00From: 2006-05-19Exp: 2012-05-19→ Energizer Holdings, Inc. Common Stock (19,720 underlying)
19,720
Restricted Stock Equilvalents 2/6/09
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (2,617 underlying)
2,617
Restricted Stock Equiv. 11/1/10 TB
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,140 underlying)
4,140
Restricted Stock Equivalent 10/10/07
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (2,447 underlying)
2,447
Restricted Stock Equivalent 10/19/04
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,894 underlying)
4,894
Non-Qualified Stock Option 10/19/04
Exercise: $46.13From: 2005-10-19Exp: 2014-10-18→ Energizer Holdings, Inc. Common Stock (2,500 underlying)
2,500
Phantom Stock Units in Executive Savings Investment Plan
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (3,364 underlying)
3,364
Energizer Holdings, Inc. Common Stock
(indirect: By 401(k))
3,551
Non-Qualified Stock Option 10/12/09
Exercise: $65.63From: 2012-10-12Exp: 2019-10-11→ Energizer Holdings, Inc. Common Stock (18,750 underlying)
18,750
Phantom Stk Units in Deferred Compensation Plan CM
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,524 underlying)
4,524
Phantom Stock Units in Deferred Compensation Plan
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (5,800 underlying)
5,800
Restricted Stock Equiv. 11/1/10 PB
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (9,660 underlying)
9,660
Restricted Stock Equivalent 10/12/09 PB
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (11,200 underlying)
11,200
Restricted Stock Equivalent 10/12/09 TB
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,800 underlying)
4,800

Footnotes (13)

[F1]Shares withheld upon vesting of 25% of the restricted stock equivalents granted October 13, 2008. Conversion of said shares was deferred until retirement at the election of Reporting Person.
[F10]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.
[F11]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.
[F12]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.
[F13]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.
[F2]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.
[F3]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.
[F4]Exercisable at a rate of 25% per year commencing October 19, 2005.
[F5]Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
[F6]Vesting of performance RSEs granted 2/6/09 was contingent upon achievement of Company and individual performance goals for fiscal year 2009. Following fiscal year end, 2,674 equivalents vested and were deferred until retirement in accordance with Reporting Person's deferral election. The remaining 6,529 equivalents were forfeited in accordance with the terms of the performance award.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
edgardoc.xmlPrimary
PRIMARY DOCUMENT

Issuer

ENERGIZER HOLDINGS INC

CIK 0001096752

→

Entity typeother

Related Parties

filerCIK 0001220466

Filing Metadata

Form type: 4
Filed: Oct 16, 8:00 PM ET
Accepted: Oct 17, 10:34 AM ET
Size: 28.6 KB

View on SEC.gov