Statement of Changes in Beneficial Ownership (4)
06 March 2019 - 8:12AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
HATFIELD DAVID P
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2. Issuer Name
and
Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co
[
EPC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EDGEWELL PERSONAL CARE COMPANY, 1350 TIMBERLAKE MANOR PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2019
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(Street)
CHESTERFIELD, MO 63017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/1/2019
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M
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52238
(1)
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A
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$0.00
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104615
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I
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Shares owned by Joint Trust
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Common Stock
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18619
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Equivalent 11/3/2016
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$0.00
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3/1/2019
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J
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992
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(2)
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(2)
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Common Stock
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992
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$0.00
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3470
(3)
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D
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Non-Qualified Stock Options 11/3/2016
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$74.70
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3/1/2019
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J
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3711
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(2)
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(2)
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Common Stock
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3711
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$0.00
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12989
(4)
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D
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Performance Stock Equivalents 11/3/2016
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$0.00
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3/1/2019
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J
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4462
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(2)
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(2)
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Common Stock
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4462
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$0.00
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15619
(5)
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D
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Restricted Stock Equivalent 11/13/2017
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$0.00
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3/1/2019
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J
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4981
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(2)
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(2)
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Common Stock
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4981
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$0.00
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6225
(3)
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D
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Non-Qualified Stock Options 11/13/2017
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$58.90
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3/1/2019
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J
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12005
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(2)
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(2)
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Common Stock
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12005
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$0.00
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15005
(4)
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D
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Performance Stock Equivalents 11/13/2017
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$0.00
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3/1/2019
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J
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31127
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(2)
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(2)
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Common Stock
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31127
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$0.00
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24901
(6)
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D
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Restricted Stock Equivalents 11/15/2018
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$0.00
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3/1/2019
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J
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23180
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(2)
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(2)
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Common Stock
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23180
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$0.00
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0
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D
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Non-Qualified Stock Options 11/15/2018
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$42.71
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3/1/2019
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J
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50887
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(2)
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(2)
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Common Stock
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50887
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$0.00
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0
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D
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Performance Stock Equivalents 11/15/2018
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$0.00
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3/1/2019
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J
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241162
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(2)
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(2)
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Common Stock
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241162
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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Previously deferred Restricted Stock Equivalents converted into shares of Edgewell common stock due to Mr. Hatfield's departure from the Company on March 1, 2019. These shares of Edgewell common stock will be delivered to Mr. Hatfield on September 3, 2019.
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(2)
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Unvested award forfeited upon Mr. Hatfield's departure from the Company on March 1, 2019.
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(3)
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These shares vested upon Mr. Hatfield's departure from the Company on March 1, 2019. These shares will be delivered to Mr. Hatfield on September 3, 2019.
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(4)
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These options vested upon Mr. Hatfield's departure from the Company. He will have 5 years from his departure date to exercise them.
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(5)
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These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2019 if specified performance criteria are met subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs is the adjusted earnings per share of the Company for its 2019 fiscal year.
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(6)
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These PSEs will vest and convert into shares of Edgewell common stock upon the release of earnings for fiscal year ending September 30, 2020 if specified performance criteria are met subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goal for the PSEs are the adjusted earnings per share of the Company for its 2020 fiscal year and the adjusted cumulative free cash flow of the Company for its 2020 fiscal year as a percentage of adjusted net sales of the Company for its 2020 fiscal year.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HATFIELD DAVID P
C/O EDGEWELL PERSONAL CARE COMPANY
1350 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MO 63017
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X
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Signatures
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Marisa Iasenza, Attorney-in-Fact
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3/4/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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