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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 | ||||||||
| Variable Forward Contract (1) | (2) | 12/07/2005 | J(2) | 30,000 (2) | (2) | 12/07/2007 | Energizer Holdings, Inc. Common Stock | 30,000 | (2) | 30,000 | D | ||||
| Non-Qualified Stock Option 9/23/02 | $ 30.1 | 09/23/2003(3) | 09/22/2012 | Energizer Holdings, Inc. Common Stock | 10,000 | 10,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCGINNIS W PATRICK NESTLE PURINA PETCARE 901 CHOUTEAU ST. LOUIS, MO 63102 |
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| W. PATRICK MCGINNIS | 12/09/2005 | |
| **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) | Mr. McGinnis elected, under the terms of the transaction, to receive an advance discounted payment of the purchase price for his shares of ENR stock, based on the floor price of $48.01, as of the date of entering the transaction, rather than at settlement date. |
| (2) | Mr. McGinnis' revocable trust entered into a prepaid variable share forward transaction (the "transaction") with Lehman Bros. OTC Derivatives, Inc. ("Lehman") under which Leman sold an aggregate of 30,000 shares of ENR stock into the public market in accordance with para. (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. The transaction agreements provide that during the 3 business day period commencing 12/7/07, Mr. McGinnis will deliver, in the aggregate, a number of shares of ENR stock to Lehman (or the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor, a delivery of 30,000 shares of ENR stock, subject to adjustment for capital restructurings; and (b) if the settlement price is equal to or greater than the downside floor, a delivery of between 23,750 and 30,000 shares, the exact number of which is dependent upon the settlement price and subject to adjustment for capital restructurings. |
| (3) | Exercisable at a rate of 20% per year commencing September 23, 2003. |