Edgewell Personal Care (EPC) Form 4 EDGEWELL PERSONAL CARE / Daniel Sullivan 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^*

Sullivan Daniel

(Last) (First) (Middle)

C/O EDGEWELL PERSONAL CARE

6 RESEARCH DRIVE

(Street)

SHELTON CT 06484

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020

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	04/01/2020		M		5,639	A	$0.00	5,639	D
Common Stock	04/01/2020		F		1,759(1)	D	$23.28	3,880	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 4/1/2019	$0.00	04/01/2020		M			5,639	(2)	(2)	Common Stock	5,639	$0.00	5,638	D
Restricted Stock Equivalent 4/1/2020	$0.00	04/01/2020		A		12,028		(3)	(3)	Common Stock	12,028	$0.00	12,028	D
Performance Stock Equivalents 4/1/2020	$0.00	04/01/2020		A		24,056		(4)	(4)	Common Stock	24,056	$0.00	24,056	D

Explanation of Responses:

1. Shares withheld as payment of a tax liability on vesting of restricted stock equivalents.

2. Restricted stock equivalents vested and converted into shares of EPC common stock on 4/1/2020.

3. One-third of the RSEs will vest and convert into shares of Edgewell common stock on each of 4/1/2021, 4/1/2022 and 4/1/2023 if the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.

4. The PSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2022 if the following specific performance criteria are met: (a) cumulative adjusted net sales for the "Performance Period" beginning on October 1, 2019 and ending on September 30, 2022 (50%), and (b) cumulative adjusted EBITDA for the Performance Period (50%). Percentage will range from 0% to 100% based on company performance.

Remarks:

	Daniel Sullivan	04/03/2020
	** 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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