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4//SEC Filing

STRATMANN GAYLE G 4

Accession 0001096752-12-000022

CIK 0001096752other
View on SEC.govCompany Profile

Filed

Feb 16, 7:00 PM ET

Accepted

Feb 17, 11:53 AM ET

Size

33.5 KB

Accession

0001096752-12-000022

Insider Transaction Report

Form 4
Period: 2012-02-15
ENERGIZER HOLDINGS INCENR
STRATMANN GAYLE G
VP, GENERAL COUNSEL
Transactions
  • Discretionary Transaction

    Phantom Stk Units in Deferred Compensation Plan CM

    2012-02-15$77.66/sh−4,940$383,640→ 0 total
    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,940 underlying)
  • Discretionary Transaction

    Phantom Stock Units in Executive Savings Investment Plan

    2012-02-15$77.66/sh−3,466$269,170→ 0 total
    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (3,466 underlying)
  • Discretionary Transaction

    Phantom Stock Units in Deferred Compensation Plan

    2012-02-15$77.66/sh−7,844$609,165→ 0 total
    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (7,844 underlying)
Holdings

  • 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

  • Restricted Stock Equiv. 11/1/10 PB

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (9,660 underlying)
    9,660

  • Restricted Stock Equivalent 10/10/07

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (2,447 underlying)
    2,447

  • 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

  • Restricted Stock Equivalent 10/19/04

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,894 underlying)
    4,894

  • Restricted Stock Equivalent 11/7/11 TB

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,440 underlying)
    4,440

  • Energizer Holdings, Inc. Common Stock

    3,206

  • Restricted Stock Equilvalents 2/6/09

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (2,617 underlying)
    2,617

  • Restricted Stock Equivalent 10/13/08

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (3,671 underlying)
    3,671

  • Restricted Stock Equivalent 11/7/11 PB

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (10,358 underlying)
    10,358

  • Restricted Stock Equivalents 5/19/03

    Exercise: $0.00From: 2006-05-19Exp: 2012-05-19→ Energizer Holdings, Inc. Common Stock (19,580 underlying)
    19,580

  • Energizer Holdings, Inc. Common Stock

    (indirect: By 401(k))
    3,578

  • 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

  • Restricted Stock Equiv. 11/1/10 TB

    Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (4,140 underlying)
    4,140
Footnotes (14)
  • [F1]Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [F13]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.
  • [F14]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]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.
  • [F3]Exercisable at a rate of 25% per year commencing October 19, 2005.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.

Documents

1 file

Issuer

ENERGIZER HOLDINGS INC

CIK 0001096752

→
Entity typeother

Related Parties

1
  • filerCIK 0001220466

Filing Metadata

Form type
4
Filed
Feb 16, 7:00 PM ET
Accepted
Feb 17, 11:53 AM ET
Size
33.5 KB
View on SEC.gov