J Patrick Mulcahy Form 4 ENERGIZER / J PATRICK MULCAHY 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^*

MULCAHY J PATRICK

(Last) (First) (Middle)

C/O ENERGIZER HOLDINGS, INC.

533 MARYVILLE UNIVERSITY DRIVE

(Street)

ST. LOUIS MO 63141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS, INC. [ ENR ]

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								29,065	D
Common Stock								12,611	I	by Spouse
Common Stock								504,755	I	by Trust

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 01/02/2015 TB	$0.00	07/08/2015		A(1)		3,209		(2)	(2)	Common Stock	3,209	$0.00	3,209	D
Restricted Stock Equivalent 01/02/2014 TB	$0.00	07/08/2015		A(1)		3,850		(3)	(3)	Common Stock	3,850	$0.00	3,850	D
Phantom Stock Units in Deferred Compensation	$0.00	07/08/2015		A(1)		86,495		(4)	(4)	Common Stock	86,495	$0.00	86,495	D
Restricted Stock Equivalent 07/08/2015 TB	$0.00	07/08/2015		A		5,589		(5)	(5)	Common Stock	5,589	$0.00	5,589	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, 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") owned will vest and convert into shares of Energizer Common Stock on 01/02/2016 unless Reporting Person elects to defer conversion or all or a portion may vest upon death, disability, change of control or termination of service on Energizer's Board of Directors.

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

4. Phantom stock units are payable in cash following termination of the Reporting Person's service on Energizer's Board of Directors.

5. 100% of the RSE granted will vest and convert into shares of Energizer Common Stock on 07/08/2018 if Reporting Person continues to serve on Energizer's Board of Directors on said date or all or a portion may vest upon death, disability, or change of control.

Remarks:

	/s/ J. Patrick Mulcahy	07/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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