Mannelly Matthew Form 4 Prestige Brands / Matthew Mannelly 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^*

Mannelly Matthew

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2015

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, par value $0.01 per share	05/19/2015		M		50,000	A	$7.16	109,821	D
Common Stock, par value $0.01 per share	05/19/2015		M		14,652	A	$15.66	124,473	D
Common Stock, par value $0.01 per share	05/19/2015		M		15,964	A	$29.94	140,437	D
Common Stock, par value $0.01 per share	05/19/2015		S		94,429	D	$43.31(1)(2)	46,008	D
Common Stock, par value $0.01 per share	05/20/2015		S		13,252	D	$43.28(1)(3)	32,756	D
Common Stock, par value $0.01 per share	05/20/2015		S		5,050	D	$43.13(1)(4)	27,706	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 Option (right to buy)	$7.16	05/19/2015		M			50,000	(5)	09/02/2019	Common Stock	50,000	$0	0	D
Employee Stock Option (right to buy)	$15.66	05/19/2015		M			14,652	(6)	08/06/2022	Common Stock	14,652	$0	7,326	D
Employee Stock Option (right to buy)	$29.94	05/19/2015		M			15,964	(7)	05/14/2023	Common Stock	15,964	$0	7,982	D

Explanation of Responses:

1. Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker -dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

2. The range of prices for such transaction is $43.25 to $43.74.

3. The range of prices for such transaction is $43.00 to $43.53.

4. The range of prices for such transaction is $43.10 to $43.17.

5. The options vested in five equal installments beginning on September 2, 2009.

6. The options vest in three equal installments beginning on August 6, 2012.

7. The options vest in three equal installments beginning on May 14, 2013.

	/s/ Matthew M. Mannelly by Samuel C. Cowley as attorney-in-fact pursuant to power of attorney dated May 9, 2012 on file with the Commission	05/21/2015
	** 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).
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