Edgewell Personal Care (EPC) Form 4 EDGEWELL PERSONAL CARE / DAVID P HATFIELD 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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X

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^*

HATFIELD DAVID P

(Last) (First) (Middle)

C/O EDGEWELL PERSONAL CARE COMPANY

1350 TIMBERLAKE MANOR PARKWAY

(Street)

CHESTERFIELD MO 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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2019		M		52,238(1)	A	$0.00	104,615	I	Shares owned by Joint Trust
Common Stock								18,619	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Equivalent 11/3/2016	$0.00	03/01/2019		J			992	(2)	(2)	Common Stock	992	$0.00	3,470(3)	D
Non-Qualified Stock Options 11/3/2016	$74.7	03/01/2019		J			3,711	(2)	(2)	Common Stock	3,711	$0.00	12,989(4)	D
Performance Stock Equivalents 11/3/2016	$0.00	03/01/2019		J			4,462	(2)	(2)	Common Stock	4,462	$0.00	15,619(5)	D
Restricted Stock Equivalent 11/13/2017	$0.00	03/01/2019		J			4,981	(2)	(2)	Common Stock	4,981	$0.00	6,225(3)	D
Non-Qualified Stock Options 11/13/2017	$58.9	03/01/2019		J			12,005	(2)	(2)	Common Stock	12,005	$0.00	15,005(4)	D
Performance Stock Equivalents 11/13/2017	$0.00	03/01/2019		J			31,127	(2)	(2)	Common Stock	31,127	$0.00	24,901(6)	D
Restricted Stock Equivalents 11/15/2018	$0.00	03/01/2019		J			23,180	(2)	(2)	Common Stock	23,180	$0.00	0	D
Non-Qualified Stock Options 11/15/2018	$42.71	03/01/2019		J			50,887	(2)	(2)	Common Stock	50,887	$0.00	0	D
Performance Stock Equivalents 11/15/2018	$0.00	03/01/2019		J			241,162	(2)	(2)	Common Stock	241,162	$0.00	0	D

Explanation of Responses:

1. Previously deferred Restricted Stock Equivalents converted into shares of Edgewell common stock due to Mr. Hatfield's departure from the Company on March 1, 2019. These shares of Edgewell common stock will be delivered to Mr. Hatfield on September 3, 2019.

2. Unvested award forfeited upon Mr. Hatfield's departure from the Company on March 1, 2019.

3. These shares vested upon Mr. Hatfield's departure from the Company on March 1, 2019. These shares will be delivered to Mr. Hatfield on September 3, 2019.

4. These options vested upon Mr. Hatfield's departure from the Company. He will have 5 years from his departure date to exercise them.

5. These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2019 if specified performance criteria are met subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs is the adjusted earnings per share of the Company for its 2019 fiscal year.

6. These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2020 if specified performance criteria are met subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs are the adjusted earnings per share of the Company for its 2020 fiscal year and the adjusted cumulative free cash flow of the Company for its 2020 fiscal year as a percentage of adjusted net sales of the Company for its 2020 fiscal year.

Remarks:

	Marisa Iasenza, Attorney-in-Fact	03/04/2019
	** Signature of Reporting Person	Date
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