SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Hibbert Paul

(Last) (First) (Middle)
C/O EDGEWELL PERSONAL CARE COMPANY
6 RESEARCH DRIVE

(Street)
SHELTON CT 06484

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2020
3. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [ EPC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Supply Chain Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,628 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Equivalent 4-1-2020 (1) (1) Common Stock 9,021 0.00 D
Performance Stock Equivalent 4-1-2020 (2) (2) Common Stock 18,042 0.00 D
Non-qualified Stock Option 11-14-2019 (3) (3) Common Stock 9,647 31.44 D
Restricted Stock Equivalent 11-14-2019 (4) (4) Common Stock 4,294 0.00 D
Performance Stock Equivalent 11-14-2019 (2) (2) Common Stock 14,314 0.00 D
Restricted Stock Equivalent 4-1-2019 (5) (5) Common Stock 1,692 0.00 D
Performance Stock Equivalent 4-1-2019 (6) (6) Common Stock 3,383 0.00 D
Non-qualified Stock Option 11-15-2018 (7) (7) Common Stock 4,627 42.71 D
Restricted Stock Equivalent 11-15-2018 (8) (8) Common Stock 2,108 0.00 D
Performance Stock Equivalent 11-15-2018 (6) (6) Common Stock 7,025 0.00 D
Explanation of Responses:
1. One-third of the RSEs will become vested and convert into shares of Edgewell common stock on each of 4/1/2021, 4/1/2022 and 4/1/2023 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.
2. The PSEs 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, 2022 if specified performance criteria are met: (a) cumulative adjusted net sales for the "Performance Period" beginning on October 1, 2019 and ending on September 30, 2022 (50%), and (b) cumulative adjusted EBITDA for the Performance Period (50%). The percentage of the PSEs vesting will range from 0% to 100% based on performance.
3. One-third of the Options will become exercisable on each of 11/14/2020, 11/14/2021 and 11/14/2022 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.
4. The RSEs will become vested and convert into shares of Edgewell common stock on 11/14/2020, 11/14/2021 and 11/14/2022 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.
5. One-half of the RSEs became vested on 4/1/2020. The remaining half of the RSEs will become vested on 4/1/2021 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.
6. The PSEs 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, 2021 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 2021 fiscal year, and the adjusted cumulative free cash flow of the Company for its 2021 fiscal year as a percentage of adjusted net sales of the Company for fiscal year 2019 through fiscal year 2021. The percentage of the PSEs vesting will range from 0% to 100% based on performance.
7. One-third of the Options became exercisable on 11/15/2019 and remain unexercised. The remaining two-thirds of the Options will become exercisable on 11/15/2020 and 11/15/2021 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.
8. One-third of the RSEs became vested on 11/15/2019. The remaining two-thirds of the RSEs will become vested on 11/15/2020 and 11/15/2021 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.
Remarks:
I, Paul Hibbert, an Officer of Edgewell Personal Care Company hereby authorize and designate Marisa Iasenza 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. Her 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.
Paul Hibbert 06/30/2020
** 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 5 (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.
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