Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Toole Eric F

(Last)

(First)

(Middle)

C/O EDGEWELL

6 RESEARCH DR

(Street)

SHELTON

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)
	Former President, N. America

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								32,391	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Options 11/11/2022	$39.75	11/15/2024		J			4,380	⁽¹⁾	11/11/2032	Common Stock	4,380	$0	8,761⁽²⁾	D
Non-Qualified Stock Options 11/12/2021	$43.29	11/15/2024		J			0	⁽³⁾	11/12/2031	Common Stock	0	$0	10,267⁽²⁾	D
Restricted Stock Equivalent 11/11/2022	$0	11/15/2024		J			2,516	⁽¹⁾	⁽¹⁾	Common Stock	2,516	$0	0	D
Restricted Stock Equivalent 11/10/2023	$0	11/15/2024		J			6,429	⁽¹⁾	⁽¹⁾	Common Stock	6,429	$0	0	D
Performance Restricted Stock Equivalents (PRSE) 11/11/2022	$0	11/15/2024		J			25,158	⁽¹⁾	⁽¹⁾	Common Stock	25,158	$0	0	D
Performance Restricted Stock Equivalents (PRSE) 11/10/2023	$0	11/15/2024		J			32,145	⁽¹⁾	⁽¹⁾	Common Stock	32,145	$0	0	D
Non-Qualified Stock Options 11/13/2020	$35.37	11/15/2024		J			0	⁽³⁾	11/13/2030	Common Stock	0	$0	5,637⁽²⁾	D
Non-Qualified Stock Options Premium 11/13/2020	$38.91	11/15/2024		J			0	⁽³⁾	11/13/2030	Common Stock	0	$0	11,795⁽²⁾	D
Non-Qualified Stock Options 11/10/2023	$34.22	11/15/2024		J			10,880	⁽¹⁾	11/14/2033	Common Stock	10,880	$0	5,441⁽²⁾	D

Explanation of Responses:

1. Unvested award forfeited upon Mr. O'Toole's departure from the Company on November 15, 2024.

2. These options were vested prior to Mr. O'Toole's departure from the Company. He will have 90 days from his departure date to exercise them.

3. There were no unvested options for this award to forfeit at the time of Mr. O'Toole's departure from the Company. See column 9 for the number of vested and exercisable options at the time of his departure.

	/s/ Eric F. O'Toole	11/19/2024
	** 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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