Edgewell Personal Care Form 4 / WARD M KLEIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KLEIN WARD M

(Last)

(First)

(Middle)

C/O EDGEWELL PERSONAL CARE COMPANY

1350 TIMBERLAKE MANOR PARKWAY

(Street)

CHESTERFIELD

63017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [ EPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2016		M		28,159⁽¹⁾	A	$0.00	130,911	D
Common Stock	07/06/2016		M		18,336⁽¹⁾	A	$0.00	149,247	D
Common Stock	07/06/2016		M		34,176⁽¹⁾	A	$0.00	183,423	D
Common Stock	07/06/2016		M		26,258⁽¹⁾	A	$0.00	209,681	D
Common Stock	07/06/2016		M		16,548⁽¹⁾	A	$0.00	226,229	D
Common Stock	07/06/2016		M		8,964⁽¹⁾	A	$0.00	235,193	D
Common Stock	07/06/2016		M		6,714⁽¹⁾	A	$0.00	241,907	D
Common Stock	07/06/2016		M		2,685⁽¹⁾	A	$0.00	244,592	D
Common Stock	07/06/2016		M		5,371⁽¹⁾	A	$0.00	249,963	D
Common Stock	07/06/2016		M		29,388⁽¹⁾	A	$0.00	279,351	D
Common Stock	07/06/2016		M		36,929⁽²⁾	A	$0.00	316,280	D
Common Stock	07/06/2016		M		12,927⁽²⁾	A	$0.00	329,207	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Equivalent 7/8/2015	$0.00	07/06/2016		J			2,002	⁽³⁾	⁽³⁾	Common Stock	2,002	$0.00	0	D
Restricted Stock Equivalent 10/13/2008	$0.00	07/06/2016		M			28,159	⁽¹⁾	⁽¹⁾	Common Stock	28,159	$0.00	0	D
Restricted Stock Equivalent 10/10/2007	$0.00	07/06/2016		M			18,336	⁽¹⁾	⁽¹⁾	Common Stock	18,336	$0.00	0	D
Restricted Stock Equivalent 10/12/2009	$0.00	07/06/2016		M			34,176	⁽¹⁾	⁽¹⁾	Common Stock	34,176	$0.00	0	D
Restricted Stock Equivalent 5/19/2003	$0.00	07/06/2016		M			26,258	⁽¹⁾	⁽¹⁾	Common Stock	26,258	$0.00	0	D
Restricted Stock Equivalent 3/26/2001	$0.00	07/06/2016		M			16,548	⁽¹⁾	⁽¹⁾	Common Stock	16,548	$0.00	0	D
Restricted Stock Equivalent 1/16/2001	$0.00	07/06/2016		M			8,964	⁽¹⁾	⁽¹⁾	Common Stock	8,964	$0.00	0	D
Restricted Stock Equivalent 12/7/2000	$0.00	07/06/2016		M			6,714	⁽¹⁾	⁽¹⁾	Common Stock	6,714	$0.00	0	D
Restricted Stock Equivalent 8/25/2000	$0.00	07/06/2016		M			2,685	⁽¹⁾	⁽¹⁾	Common Stock	2,685	$0.00	0	D
Restricted Stock Equivalent 8/16/2000	$0.00	07/06/2016		M			5,371	⁽¹⁾	⁽¹⁾	Common Stock	5,371	$0.00	0	D
Restricted Stock Equivalent 1/14/2005	$0.00	07/06/2016		M			29,388	⁽¹⁾	⁽¹⁾	Common Stock	29,388	$0.00	0	D
Restricted Stock Equivalent 11/6/2013	$0.00	07/06/2016		J			4,717	⁽⁴⁾	⁽⁴⁾	Common Stock	4,717	$0.00	38,913	D
Restricted Stock Equivalent 11/13/2014	$0.00	07/06/2016		J			7,386	⁽³⁾	⁽³⁾	Common Stock	7,386	$0.00	36,929	D
Restricted Stock Equivalent 11/13/2014	$0.00	07/06/2016		M			36,929	⁽²⁾	⁽²⁾	Common Stock	36,929	$0.00	0	D
Restricted Stock Equivalent 11/6/2013	$0.00	07/06/2016		J			1,616	⁽³⁾	⁽³⁾	Common Stock	1,616	$0.00	12,927	D
Restricted Stock Equivalent 11/6/2013	$0.00	07/06/2016		M			12,927	⁽²⁾	⁽²⁾	Common Stock	12,927	$0.00	0	D
Phantom Stock Units in Deferred Compensation	$0.00	07/06/2016		M			13,265	⁽⁵⁾	⁽⁵⁾	Common Stock	13,265	$0.00	0	D
Phantom Stock Units in Deferred Compensation	$0.00	07/06/2016		M			124,201	⁽⁵⁾	⁽⁵⁾	Common Stock	124,201	$0.00	0	D

Explanation of Responses:

1. Previously deferred Restricted Stock Equivalents converted into shares of Edgewell common stock due to Mr. Klein's retirement on July 6, 2016. These shares of Edgewell common stock will be delivered to Mr. Klein on January 6, 2017.

2. Restricted Stock Equivalents accelerated vesting and converted into shares of Edgewell common stock due to Mr. Klein's retirement on July 6, 2016. These shares of Edgewell common stock will be delivered to Mr. Klein on January 6, 2017.

3. Restricted Stock Equivalents forfeited prior to vesting due to Mr. Klein's retirement on July 6, 2016.

4. Prorated portion of Restricted Stock Equivalents forfeited due to Mr. Klein's retirement on July 6, 2016. The remaining Restricted Stock Equivalents will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings report for the fiscal year ending on September 30, 2016.

5. Previously deferred Phantom Stock Units became payable due to Mr. Klein's retirement on July 6, 2016. Mr. Klein will be paid the cash equivalent of these units on January 6, 2017.

Remarks:

	Jeffrey A. Gershowitz, Attorney-in-Fact	07/08/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Edgewell Personal Care (EPC) Form 4EDGEWELL PERSONAL CARE / WARD M KLEIN ownership change