Klein Ward M Form 4 EDGEWELL PERSONAL CARE / 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)
07/08/2015

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)

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 11/13/2014	$0.00	07/08/2015		A⁽¹⁾		44,315		⁽²⁾	⁽²⁾	Common Stock	44,315	$0.00	44,315	D
Restricted Stock Equivalent 11/06/2013	$0.00	07/08/2015		A⁽¹⁾		14,543		⁽³⁾	⁽³⁾	Common Stock	14,543	$0.00	14,543	D
Restricted Stock Equivalent 12/10/2012	$0.00	07/08/2015		A⁽¹⁾		30,435		⁽⁴⁾	⁽⁴⁾	Common Stock	30,435	$0.00	30,435	D
Restricted Stock Equivalent 10/13/2008	$0.00	07/08/2015		A⁽¹⁾		28,159		⁽⁵⁾	⁽⁵⁾	Common Stock	28,159	$0.00	28,159	D
Restricted Stock Equivalent 10/10/2007	$0.00	07/08/2015		A⁽¹⁾		18,336		⁽⁵⁾	⁽⁵⁾	Common Stock	18,336	$0.00	18,336	D
Restricted Stock Equivalent 10/12/2009	$0.00	07/08/2015		A⁽¹⁾		34,176		⁽⁵⁾	⁽⁵⁾	Common Stock	34,176	$0.00	34,176	D
Restricted Stock Equivalent 05/19/2003	$0.00	07/08/2015		A⁽¹⁾		26,258		⁽⁵⁾	⁽⁵⁾	Common Stock	26,258	$0.00	26,258	D
Restricted Stock Equivalent 03/26/2001	$0.00	07/08/2015		A⁽¹⁾		16,548		⁽⁵⁾	⁽⁵⁾	Common Stock	16,548	$0.00	16,548	D
Restricted Stock Equivalent 01/16/2001	$0.00	07/08/2015		A⁽¹⁾		8,964		⁽⁵⁾	⁽⁵⁾	Common Stock	8,964	$0.00	8,964	D
Restricted Stock Equivalent 12/07/2000	$0.00	07/08/2015		A⁽¹⁾		6,714		⁽⁵⁾	⁽⁵⁾	Common Stock	6,714	$0.00	6,714	D
Restricted Stock Equivalent 08/25/2000	$0.00	07/08/2015		A⁽¹⁾		2,685		⁽⁵⁾	⁽⁵⁾	Common Stock	2,685	$0.00	2,685	D
Restricted Stock Equivalent 08/16/2000	$0.00	07/08/2015		A⁽¹⁾		5,371		⁽⁵⁾	⁽⁵⁾	Common Stock	5,371	$0.00	5,371	D
Restricted Stock Equivalent 01/14/2005	$0.00	07/08/2015		A⁽¹⁾		29,388		⁽⁵⁾	⁽⁵⁾	Common Stock	29,388	$0.00	29,388	D
Restricted Stock Equivalent 11/06/2013	$0.00	07/08/2015		A⁽¹⁾⁽⁶⁾		43,630		⁽⁷⁾	⁽⁷⁾	Common Stock	43,630	$0.00	43,630	D
Restricted Stock Equivalent 12/10/2012	$0.00	07/08/2015		A⁽¹⁾		71,014		⁽⁸⁾	⁽⁸⁾	Common Stock	71,014	$0.00	71,014	D
Phantom Stock Units in Deferred Compensation	$0.00	07/08/2015		A⁽¹⁾		13,265		⁽⁹⁾	⁽⁹⁾	Common Stock	13,265	$0.00	13,265	D
Phantom Stock Units in Deferred Compensation	$0.00	07/08/2015		A⁽¹⁾		124,201		⁽⁹⁾	⁽⁹⁾	Common Stock	124,201	$0.00	124,201	D
Restricted Stock Equivalent 07/08/2015	$0.00	07/08/2015		A		2,002		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,002	$0.00	2,002	D

Explanation of Responses:

1. Pursuant to the Employee Matters Agreement, by and between Edgewell Personal Care Company ("Edgewell") and Energizer Holdings, Inc. ("Energizer"), dated as of June 25, 2015, to reflect the separation of Energizer from Edgewell by means of a pro rata distribution of 100% of the outstanding shares of Energizer common stock to Edgewell stockholders of record on June 16, 2015 (the "Separation"), each outstanding equity award owned by the Reporting Person was adjusted on July 8, 2015 to maintain the intrinsic value of the award.

2. Restricted stock equivalent award ("RSE") will vest and convert into shares of Edgewell Common Stock on 11/13/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events.

3. RSE will vest and convert into shares of Edgewell Common Stock on 11/06/2016 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events.

4. RSE will vest and convert into shares of Edgewell Common Stock on 11/05/2015 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events.

5. RSE is vested and will convert into shares of Edgewell Common Stock upon Reporting Person's retirement or other termination of service on Edgewell's Board of Directors.

6. Each of the Reporting Person's performance-based RSEs ("PSE") that would otherwise have vested in November 2016 contingent on the achievement of certain performance-based criteria was converted into a time-based vesting award in connection with the Separation and will vest and convert into shares of Edgewell Common Stock in November 2016.

7. RSE 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 if Reporting Person is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events.

8. PSE will vest and convert into shares of Edgewell Common Stock in November 2015, subject to the achievement of applicable performance criteria, as long as the Reporting Person is still employed with Edgewell. All PSEs 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.

9. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Edgewell.

10. Restricted stock equivalents convert into shares of Edgewell Common Stock three years from the date of grant unless Reporting Person elects to defer conversion until termination of service on Edgewell's Board of Directors. Equivalents subject to forfeiture if Reporting Person terminates service on the Board within three years of grant.

Remarks:

	/s/ Jeffrey Gershowitz, Attorney in Fact	07/10/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Klein Ward M Form 4EDGEWELL PERSONAL CARE / WARD M KLEIN ownership change