Filing Details

Accession Number:
0001096752-12-000134
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-12-11 12:38:26
Reporting Period:
2012-12-07
Filing Date:
2012-12-11
Accepted Time:
2012-12-11 12:38:26
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
1182829 M Ward Klein Energizer
533 Maryville University Drive
St. Louis MO 63141
Chief Executive Officer Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Energizer Holdings, Inc. Common Stock Acquisiton 2012-12-07 40,000 $42.90 70,829 No 4 M Direct
Energizer Holdings, Inc. Common Stock Disposition 2012-12-07 40,000 $80.87 30,829 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Energizer Holdings, Inc. Common Stock Non-Qualified Stock Option 1/26/04 Disposition 2012-12-07 40,000 $0.00 40,000 $42.90
Energizer Holdings, Inc. Common Stock Restricted Stock Equiv. 12/10/12 PB Acquisiton 2012-12-10 52,888 $0.00 52,888 $0.00
Energizer Holdings, Inc. Common Stock Restricted Stock Equiv. 12/10/12 TB Acquisiton 2012-12-10 22,667 $0.00 22,667 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
60,000 2005-01-26 2014-01-25 No 4 M Direct
52,888 No 4 A Direct
22,667 No 4 A Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Energizer Holdings, Inc. Common Stock 5,222 Indirect By 401(k)
Energizer Holdings, Inc. Common Stock 12,000 Indirect CSK Family Trust
Energizer Holdings, Inc. Common Stock 800 Indirect Immediate Family
Energizer Holdings, Inc. Common Stock 12,000 Indirect WMK Family Trust
Energizer Holdings, Inc. Common Stock 5,523 Indirect by Spouse
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Energizer Holdings, Inc. Common Stock Non-Qualified Stock Option 1/14/05 $49.18 2006-01-14 2015-01-13 45,000 45,000 Direct
Energizer Holdings, Inc. Common Stock Non-Qualified Stock Option 10/12/09 $65.63 2012-10-12 2019-10-11 38,000 38,000 Direct
Energizer Holdings, Inc. Common Stock Phantom Stk Units in Deferred Compensation Plan CM $0.00 20,407 20,407 Direct
Energizer Holdings, Inc. Common Stock Phantom Stock Units in Deferred Compensation Plan $0.00 176,391 176,391 Direct
Energizer Holdings, Inc. Common Stock Phantom Stock Units in Executive Savings Investment Plan $0.00 2,855 2,855 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equiv. 11/1/10 PB $0.00 53,630 53,630 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equiv. 11/1/10 TB $0.00 22,985 22,985 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalent 10/10/07 $0.00 13,656 13,656 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalent 10/12/09 TB $0.00 25,453 25,453 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalent 10/13/08 $0.00 20,972 20,972 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalent 11/7/11 PB $0.00 61,382 61,382 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalent 11/7/11 TB $0.00 26,306 26,306 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalents $0.00 30,000 30,000 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalents 1/14/05 $0.00 21,887 21,887 Direct
Energizer Holdings, Inc. Common Stock Restricted Stock Equivalents 5/19/03 $0.00 19,556 19,556 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2015-01-13 45,000 45,000 Direct
2019-10-11 38,000 38,000 Direct
20,407 20,407 Direct
176,391 176,391 Direct
2,855 2,855 Direct
53,630 53,630 Direct
22,985 22,985 Direct
13,656 13,656 Direct
25,453 25,453 Direct
20,972 20,972 Direct
61,382 61,382 Direct
26,306 26,306 Direct
30,000 30,000 Direct
21,887 21,887 Direct
19,556 19,556 Direct
Footnotes
  1. 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 $80.735 and $81.00. Upon request, full information regarding the number of shares sold at each separate price will be provided.
  2. Exercisable at a rate of 20% per year commencing 1/26/05.
  3. Performance Restricted Stock Equivalents (PSE) granted will vest in three years, subject to achievement of applicable performance criteria, as long as Recipient is still employed with the Company. All PSE will also vest and convert upon the Reporting Person's death. 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.
  4. Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/5/2015 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death, or in the event of a change of control of the Company.
  5. Exercisable at the rate of 25% per year commencing 1/14/06.
  6. 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.
  7. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. Restricted stock equivalents convert into shares of Energizer Common Stock three years from the date of grant 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 forfeiture if Reporting Person terminates employment within three years of grant.
  16. Restricted Stock Equivalents convert into shares of Energizer Holdings, Inc. common stock - 25% on 1/14/06, 25% on 1/14/07, 25% on 1/14/08 and 25% on 1/14/09. Equivalents are subject to forfeiture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.
  17. 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.