Prestige Consumer Healthcare (PBH) Form 4 Prestige Brands / JEAN A BOYKO 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^*

BOYKO JEAN A

(Last) (First) (Middle)

660 WHITE PLAINS RD.

(Street)

TARRYTOWN NY 10591

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Prestige Brands Holdings, Inc. [ PBH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Science and Technology

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

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, par value $0.01 per share	05/15/2018		M		10,879	A	$29.94	21,960	D
Common Stock, par value $0.01 per share	05/15/2018		M		9,649	A	$33.5	31,609	D
Common Stock, par value $0.01 per share	05/15/2018		S		20,528	D	$36.91(1)	11,081	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
Employee Stock Options (rights to buy)	$29.94	05/15/2018		M			10,879	(2)	05/14/2023	Common Stock	10,879	$0	0	D
Employee Stock Options (rights to buy)	$33.5	05/15/2018		M			9,649	(3)	05/12/2024	Common Stock	9,649	$0	0	D

Explanation of Responses:

1. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a sale order executed by a broker-dealer. The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price. This transaction was executed in multiple trades at prices ranging from $36.21 to $37.80. The price reported above reflects the weighted average sale price.

2. The options vested in the three installments as followed: 3,627 shares on May 14, 2014 and 3,626 shares each on May 14, 2015 and 2016.

3. The options vested in three installments as followed: 3,217 shares on May 12, 2015 and 3,216 shares each on May 12, 2016 and 2017.

	/s/ Jean Boyko by William P'Pool as attorney-in-fact pursuant to power of attorney dated May 9, 2017 on file with the Commission	05/17/2018
	** 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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