FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rimmer Nneka Louise
2. Issuer Name and Ticker or Trading Symbol

ENERGIZER HOLDINGS, INC. [ ENR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ENERGIZER HOLDINGS, INC., 533 MARYVILLE UNIVERSITY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/27/2018
(Street)

ST. LOUIS, MO 63141
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 7/27/2018   $0.0   7/27/2018     A      746         (1)   (1) Common Stock   746   $0.0   746   D    
Restricted Stock Equivalent Onboarding Grant   $0.0   7/27/2018     A      3131         (2)   (2) Common Stock   3131   $0.0   3131   D    

Explanation of Responses:
(1)  Pro rata portion of the 2018 annual Restricted Stock Equivalent (RSE) Award granted upon appointment to the Board of Directors that vests and converts into shares on January 2, 2019 unless Reporting Person elects to defer conversion until retirement. All RSEs vest and convert upon death, termination of service on the Board or Change of Control.
(2)  100% of the RSE granted vests and converts into shares of Energizer Common Stock on July 27, 2021 if Reporting Person continues to serve on Energizer's Board of Directors on said date or all or a portion may vest upon death, disability, or change of control.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rimmer Nneka Louise
C/O ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MO 63141
X



Signatures
By: Melissa A. Nazzoli Attorney in Fact For: Nneka L. Rimmer 7/31/2018
** 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.
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.
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