Edgar Filing: Hoskins Alan R.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Hoskins Alan R.

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2012

3. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS INC [ENR]

(Last)

(First)

(Middle)

533 MARYVILLE UNIVERSITY DRIVE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
PRESIDENT & CEO, ENR HP

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ST. LOUIS,Â MOÂ 63141

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option 10/12/09	10/12/2012⁽¹⁾	10/11/2019	Energizer Holdings, Inc. Common Stock	12,500	$ 65.63	D	Â
Phantom Stk Units in Deferred Compensation Plan CM	Â ⁽²⁾	Â ⁽²⁾	Energizer Holdings, Inc. Common Stock	2,567	$ 0	D	Â
Restricted Stock Equivalent 10/12/09 PB	Â ⁽³⁾	Â ⁽³⁾	Energizer Holdings, Inc. Common Stock	9,746	$ 0	D	Â
Restricted Stock Equivalent 10/12/09 TB	Â ⁽⁴⁾	Â ⁽⁴⁾	Energizer Holdings, Inc. Common Stock	4,177	$ 0	D	Â
Restricted Stock Equivalent 10/18/10 PB	Â ⁽⁵⁾	Â ⁽⁵⁾	Energizer Holdings, Inc. Common Stock	8,138	$ 0	D	Â
Restricted Stock Equivalent 10/18/10 TB	Â ⁽⁶⁾	Â ⁽⁶⁾	Energizer Holdings, Inc. Common Stock	3,487	$ 0	D	Â
Restricted Stock Equivalent 11/7/11 PB	Â ⁽⁷⁾	Â ⁽⁷⁾	Energizer Holdings, Inc. Common Stock	6,906	$ 0	D	Â
Restricted Stock Equivalent 11/7/11 TB	Â ⁽⁸⁾	Â ⁽⁸⁾	Energizer Holdings, Inc. Common Stock	2,960	$ 0	D	Â
Restricted Stock Equivalents 5/19/03	Â ⁽⁹⁾	Â ⁽⁹⁾	Energizer Holdings, Inc. Common Stock	5,000	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hoskins Alan R. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS,Â MOÂ 63141	Â	Â	Â PRESIDENT & CEO, ENR HP	Â

Signatures

ALAN R. HOSKINS		04/20/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	100% exercisable on October 12, 2012 as long as Recipient is still employed on said date. Options will also become exercisable upon the Recipient's death or disability, and in the event of a change of control of the Company occurring on or after November 1, 2011.
(2)	Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
(3)	12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2012, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/09 and 9/30/12, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
(4)	Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/12/2012 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.
(5)	12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2013, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/10 and 9/30/13, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
(6)	Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 10/18/2013 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control.
(7)	16.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2014, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/11 and 9/30/14, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
(8)	Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/7/2014 as long as Recipient is still employed on said date. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability, or in the event of a change of control of the Company.
(9)	Five thousand (5,000) restricted stock equivalents will vest on 5/19/2012. Equivalents subject to forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.