Energizer (ENR) Form 4 ENERGIZER / Sara B. Hampton 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^*

Hampton Sara B.

(Last) (First) (Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Cont. & Chief Acct. Off.

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

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	11/15/2021		M		325	A	$0.0	3,395	D
Common Stock	11/15/2021		F		96	D	$38.75	3,299	D
Common Stock	11/15/2021		A		217	A	$0.0	3,516	D
Common Stock	11/15/2021		F		64	D	$38.75	3,452	D
Common Stock	11/16/2021		M		291	A	$0.0	3,743	D
Common Stock	11/16/2021		F		86	D	$39.32	3,657	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 11/13/2017	(1)	11/15/2021		M			325	11/13/2018(2)	11/13/2021(2)	Common Stock	325	(1)	0	D
Restricted Stock Unit Award 11/15/2021	(1)	11/15/2021		A		2,581		11/15/2021(2)	11/15/2025(2)	Common Stock	2,581	(1)	2,581	D
Restricted Stock Unit Award 11/16/2020	(1)	11/16/2021		M			291	11/16/2021(2)	11/16/2024(2)	Common Stock	291	$0.0(1)	873	D

Explanation of Responses:

1. RSEs and RSUs convert into common stock on a one-for-one basis.

2. Restricted Stock Units vest and convert into shares of Energizer Common Stock in four equal annual installments from the date of grant 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.

	By: Melissa A. Nazzoli Attorney in Fact For: Sara B. Hampton	11/17/2021
	** 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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