ENERGIZER HOLDINGS INC 4

4 · ENERGIZER HOLDINGS INC · Filed Nov 7, 2013

Form 4

Period: 2013-11-05

Principal Accounting Officer

Transactions

Tax Payment
Energizer Holdings, Inc. Common Stock
2013-11-05$100.88/sh−1,029$103,806→ 4,440 total
Exercise/Conversion
Restricted Stock Equivalent 10/18/10 PB
2013-11-05−3,083→ 0 total
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (3,083 underlying)
Exercise/Conversion
Energizer Holdings, Inc. Common Stock
2013-11-05+3,083→ 5,469 total
Disposition to Issuer
Restricted Stock Equivalent 10/18/10 PB
2013-11-05−5,273→ 3,083 total
Exercise: $0.00→ Energizer Holdings, Inc. Common Stock (5,273 underlying)

Footnotes (1)

[F1]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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