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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Units in DCP - Performance | $ 0 | 10/17/2005 | A | 100,000 | (1) | (2) | Energizer Holdings, Inc. Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
Non-Qualified Stock Option 11/20/00 | $ 21.0625 | 11/20/2001 | 11/19/2010 | Energizer Holdings, Inc. Common Stock | 50,000 | 50,000 | D | ||||||||
Non-Qualified Stock Option 5/08/00 | $ 17 | 05/08/2001 | 05/07/2010 | Energizer Holdings, Inc. Common Stock | 120,000 | 120,000 | D | ||||||||
Non-Qualified Stock Option 1/14/05 | $ 49.18 | 01/14/2006(3) | 01/13/2015 | Energizer Holdings, Inc. Common Stock | 45,000 | 45,000 | D | ||||||||
Non-Qualified Stock Option 1/26/04 | $ 42.9 | 01/26/2005(4) | 01/25/2014 | Energizer Holdings, Inc. Common Stock | 100,000 | 100,000 | D | ||||||||
Phantom Stock Units in Deferred Compensation Plan | $ 0 | (2) | (2) | Energizer Holdings, Inc. Common Stock | 2,951 | 2,951 | D | ||||||||
Phantom Stock Units in Executive Savings Investment Plan | $ 0 | (2) | (2) | Energizer Holdings, Inc. Common Stock | 2,874 | 2,874 | D | ||||||||
Restricted Stock Equivalents | $ 0 | (5) | (5) | Energizer Holdings, Inc. Common Stock | 30,000 | 30,000 | D | ||||||||
Restricted Stock Equivalents 1/14/05 | $ 0 | (6) | (6) | Energizer Holdings, Inc. Common Stock | 22,500 | 22,500 | D | ||||||||
Restricted Stock Equivalents 5/19/03 | $ 0 | (7) | (7) | Energizer Holdings, Inc. Common Stock | 20,000 | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLEIN WARD M ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS, MO 63141 |
CHIEF EXECUTIVE OFFICER |
WARD M. KLEIN | 10/18/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 25% of phantom stock units granted will vest on 10/11/08, 25% will vest in November, 2008, only if the Company's compounded annual growth rate (CAGR) for earnings per share exceeds 10% for the preceding 3 year period, and the remaining 50% will vest in entirety at that time only if CAGR equals or exceeds 15% (with incremental vesting between 10 and 15%). All units that do not vest will be forfeited. |
(2) | Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc. |
(3) | Exercisable at the rate of 25% per year commencing 1/14/06. |
(4) | Exercisable at a rate of 20% per year commencing 1/26/05. |
(5) | Restricted stock equivalents will convert into shares of Energizer Common Stock three years from the date of grant unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeiture if Reporting Person terminates employment within three years of grant. |
(6) | Restricted Stock Equivalents will convert into shares of Energizer Holdings, Inc. common stock - 25% on 1/14/06, 25% on 1/14/07, 25% on 1/14/08 and 25% on 1/14/09. Equivalents are subject to forfeiture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55. |
(7) | Restricted Stock Equivalents will convert into shares of Energizer Common Stock - 1/3 on 5/19/06, 1/3 on 5/19/09 and 1/3 on 5/19/12, unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55. |