Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KLEIN WARD M
   2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS INC [ENR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)
ENERGIZER, 533 MARYVILLE UNIVERSITY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/05/2013
(Street)

ST. LOUIS, MO 63141		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Energizer Holdings, Inc. Common Stock 11/05/2013   M   19,789 A $ 0 62,581 D  
Energizer Holdings, Inc. Common Stock 11/05/2013   F   9,489 D $ 100.88 53,092 D  
Energizer Holdings, Inc. Common Stock               5,200 I By 401(k)
Energizer Holdings, Inc. Common Stock               12,000 I CSK Family Trust
Energizer Holdings, Inc. Common Stock               800 I Immediate Family
Energizer Holdings, Inc. Common Stock               12,000 I WMK Family Trust
Energizer Holdings, Inc. Common Stock               5,523 I by Spouse

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Equiv. 11/1/10 PB $ 0 11/05/2013   D     33,841   (1)   (1) Energizer Holdings, Inc. Common Stock 33,841 $ 0 19,789 D  
Restricted Stock Equiv. 11/1/10 PB $ 0 11/05/2013   M     19,789   (1)   (1) Energizer Holdings, Inc. Common Stock 19,789 $ 0 0 D  
Restricted Stock Equivalent 11/6/13 TB $ 0 11/06/2013   A   10,831     (2)   (2) Energizer Holdings, Inc. Common Stock 10,831 $ 0 10,831 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KLEIN WARD M
ENERGIZER
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MO 63141		   X     CHIEF EXECUTIVE OFFICER  

Signatures

 WARD M. KLEIN   11/07/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 12.5% of Restricted Stock Equivalents will vest and convert into shares of ENR common stock in November, 2013, only if CAGR in EPS equals or exceeds 5% for the period between 9/30/10 and 9/30/13, proportionately increasing in 1/10th of 1% increments up to 100% of the RSEs granted if 12% or greater CAGR for that period is achieved. All RSEs will also vest and convert upon the Reporting Person's death or permanent disability. In the event of a change of control, at least 50% of the RSEs will vest, with additional percentages potentially vesting dependent upon CAGR in EPS prior to the change of control.
(2) Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR Common Stock on 11/6/2016 if Recipient is employed on said date or all or a portion may vest upon death, disability, change of control or certain termination events.

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