Initial Statement of Beneficial Ownership (3)
August 10 2017 - 9:13AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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HILL JOHN N
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/4/2017
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3. Issuer Name
and
Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [EPC]
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(Last)
(First)
(Middle)
C/O EDGEWELL PERSONAL CARE COMPANY, 6 RESEARCH DRIVE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
VP, Global Human Resources /
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(Street)
SHELTON, CT 06484
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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19455
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Non-Qualified Stock Option 7-6-2015
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(1)
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(1)
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Common Stock
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17379
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$100.68
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D
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Restricted Stock Equivalent 7-8-2015
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(2)
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(2)
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Common Stock
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1668
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$0.00
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D
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Non-Qualified Stock Option 11-3-2016
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(3)
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(3)
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Common Stock
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14695
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$74.70
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D
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Restricted Stock Equivalent 11-3-2016
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(4)
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(4)
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Common Stock
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3927
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$0.00
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D
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Performance Stock Equivalent 11-3-2016
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(5)
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(5)
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Common Stock
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5892
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$0.00
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D
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Explanation of Responses:
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(1)
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One-third of the Options became exercisable on each of 7/6/2016 and 7/6/2017 and remain unexercised. The remaining one-third of the options will become exercisable on 7/6/2018 as long as the Reporting Person is employed on said date, or all or a portion may vest upon death, disability, change in control or certain termination events.
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(2)
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The RSEs will become vested and convert into shares of Edgewell common stock on 7/8/2018 as long as the Reporting Person is employed on said date, or all or a portion may vest upon death, disability, change in control or certain termination events.
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(3)
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One-third of the Options will become exercisable on each of 11/3/2017, 11/3/2018 and 11/3/2019 as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
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(4)
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One-third of the RSEs will become vested and convert into shares of Edgewell common stock on each of 11/3/2017, 11/3/2018 and 11/3/2019 as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
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(5)
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The PSE will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2019 if specified performance criteria are met, subject to the exercise of negative discretion by the Nominating and Executive 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. The percentage of the PSEs vesting will range from 0% to 100% based on performance.
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Remarks:
I, John N. Hill, Vice President, Global Human Resources of Edgewell Personal Care Company, hereby authorize and designate Manish Shanbhag and Jeffrey Gershowitz to sign and file all Forms 3, 4 and 5 which I may be required to file with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. Such authority shall continue indefinitely until such time as I revoke such authority in writing. Their authority shall not be exclusive and nothing herein shall serve to prohibit me from designating other persons to sign and file my Forms 3, 4 and 5, or from so signing and filing such Forms myself.
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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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HILL JOHN N
C/O EDGEWELL PERSONAL CARE COMPANY
6 RESEARCH DRIVE
SHELTON, CT 06484
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VP, Global Human Resources
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Signatures
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s/ John N. Hill
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8/10/2017
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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 5(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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