Sullivan Daniel Form 4 EDGEWELL PERSONAL CARE / Daniel Sullivan 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^*

Sullivan Daniel

(Last) (First) (Middle)

C/O EDGEWELL PERSONAL CARE

6 RESEARCH DRIVE

(Street)

SHELTON CT 06484

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2020

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

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
Non-Qualified Stock Options 11/13/2020	$35.37	11/13/2020		A		8,857		11/13/2021(1)	11/13/2030	Common Stock	8,857	$0.00	8,857	D
Non-Qualified Stock Options (Premium) 11-13-2020	$38.91	11/13/2020		A		18,535		11/13/2021(1)	11/13/2030	Common Stock	18,535	$0.00	18,535	D
Restricted Stock Equivalents (RSE) 11/13/2020	$0.00	11/13/2020		A		12,440		11/13/2021(2)	(2)	Common Stock	12,440	$0.00	12,440	D
Performance Restricted Stock Equivalents (PRSE) 11/13/2020	$0.00	11/13/2020		A		18,660		(3)	(3)	Common Stock	18,660	$0.00	18,660	D

Explanation of Responses:

1. One-third of the Options will become exercisable on each of 11/13/2021, 11/13/2022 and 11/13/2023, as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.

2. One-third of the RSEs will vest and convert into shares of Edgewell common stock on each of 11/13/2021, 11/13/2022 and 11/13/2023 if the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.

3. The PRSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2023 if the following specified performance criteria is met: Relative Total Shareholder Return for the "Performance Period" beginning on October 1, 2020 and ending on September 30, 2023 (100%). Percentage will range from 0% to 100% based on company performance.

Remarks:

	Marisa Iasenza, Attorney in Fact	11/17/2020
	** 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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