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Filing Details

Accession Number:: 0001096752-10-000016
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-02-05 12:00:00
Reporting Period:: 2010-02-03

Filing Date:: 2010-02-05
Accepted Time:: 2010-02-05 15:21:03
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
1182966	J Peter Conrad	Energizer Holdings, Inc. 533 Maryville University Drive St. Louis MO 63141	Vice President - Hr	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Energizer Holdings, Inc. Common Stock	Disposition	2010-02-03	11,171	$57.92	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Energizer Holdings, Inc. Common Stock	Phantom Stk Units in Deferred Compensation Plan CM	Disposition	2010-02-03	1,047	$57.73	1,047	$0.00
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Deferred Compensation Plan	Disposition	2010-02-03	13,956	$57.73	13,956	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,682			No	4	I	Direct
0			No	4	I	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Energizer Holdings, Inc. Common Stock	5,878	Indirect	By 401(k)

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Energizer Holdings, Inc. Common Stock	Non-Qualified Stock Option 10/12/09	$65.63	2012-10-12	2019-10-11	15,000	15,000	Direct
Energizer Holdings, Inc. Common Stock	Non-Qualified Stock Option 10/19/04	$46.13	2005-10-19	2014-10-18	5,250	5,250	Direct
Energizer Holdings, Inc. Common Stock	Phantom Stock Units in Executive Savings Investment Plan	$0.00			3,886	3,886	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/10/07	$0.00			8,000	8,000	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/12/09 PB	$0.00			9,800	9,800	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/12/09 TB	$0.00			4,200	4,200	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalent 10/13/08	$0.00			12,000	12,000	Direct
Energizer Holdings, Inc. Common Stock	Restricted Stock Equivalents 5/19/03	$0.00			6,666	6,666	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-10-11	15,000	15,000	Direct
2014-10-18	5,250	5,250	Direct
	3,886	3,886	Direct
	8,000	8,000	Direct
	9,800	9,800	Direct
	4,200	4,200	Direct
	12,000	12,000	Direct
	6,666	6,666	Direct

Footnotes

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 $57.72 and $58.15. Upon request, full information regarding the number of shares sold at each separate price will be provided.
Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
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.
Exercisable at a rate of 25% per year commencing October 19, 2005.
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.
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.
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.
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.
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.