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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Powell Nicholas FJ |
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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)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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President, International
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C/O EDGEWELL PERSONAL CARE COMPANY, 6 RESEARCH DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022 |
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SHELTON, CT 06484 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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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| 16,605 | D |
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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) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(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 11/12/2021 |
$
0
| 12/31/2022 |
| J |
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| 2,033 |
(1) |
(1) | Common Stock | 2,033 |
$
0
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0
| D |
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| Restricted Stock Equivalent 11/13/2020 |
$
0
| 12/31/2022 |
| J |
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| 1,885 |
(1) |
(1) | Common Stock | 1,885 |
$
0
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0
| D |
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| Performance Stock Equivalent 11-12-2021 |
$
0
| 12/31/2022 |
| J |
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| 10,165 |
(1) |
(1) | Common Stock | 10,165 |
$
0
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0
| D |
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| Performance Stock Equivalent 11-13-2020 |
$
0
| 12/31/2022 |
| J |
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| 8,482 |
(1) |
(1) | Common Stock | 8,482 |
$
0
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0
| D |
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| Restricted Stock Equivalent 4-1-2020 |
$
0
| 12/31/2022 |
| J |
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| 1,324 |
(1) |
(1) | Common Stock | 1,324 |
$
0
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0
| D |
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| Non-Qualified Stock Options 11-12-2021 |
$43.29 | 12/31/2022 |
| J |
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| 4,016 |
(1) |
(1) | Common Stock | 4,016 |
$
0
| 2,008 (2) | D |
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| Non-Qualified Stock Options 11-13-2020 |
$35.37 | 12/31/2022 |
| J |
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| 1,342 |
(1) |
(1) | Common Stock | 1,342 |
$
0
| 2,684 (2) | D |
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| Non-Qualified Stock Options Premium 11-13-2020 |
$38.91 | 12/31/2022 |
| J |
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| 2,808 |
(1) |
(1) | Common Stock | 2,808 |
$
0
| 5,616 (2) | D |
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| Non-Qualified Stock Options 11-14-2019 |
$31.44 | 12/31/2022 |
| J |
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0
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(3) |
(3) | Common Stock |
0
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$
0
| 4,288 (2) | D |
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| Non-Qualified Stock Options 11-15-2018 |
$42.71 | 12/31/2022 |
| J |
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0
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(3) |
(3) | Common Stock |
0
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$
0
| 2,468 (2) | D |
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| Non-Qualified Stock Options 11-13-2017 |
$58.9 | 12/31/2022 |
| J |
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0
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(3) |
(3) | Common Stock |
0
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$
0
| 1,228 (4) | D |
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| Non-Qualified Stock Options 7-6-2015 |
$100.68 | 12/31/2022 |
| J |
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0
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(3) |
(3) | Common Stock |
0
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$
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| 6,952 (5) | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Powell Nicholas FJ
C/O EDGEWELL PERSONAL CARE COMPANY
6 RESEARCH DRIVE
SHELTON, CT 06484 |
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President, International |
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Signatures
| John Hill, Attorney in Fact | |
01/04/2023 |
| **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) | Unvested award forfeited upon Mr. Powell's departure from the Company on December 31, 2022. |
| (2) | These options were vested prior to Mr. Powell's departure from the Company. He will have 5 years from his departure date to exercise them. |
| (3) | There were no unvested options for this award to forfeit at the time of Mr. Powell's departure from the Company. See column 9 for the number of vested and exercisable options at the time of his departure. |
| (4) | These options were vested prior to Mr. Powell's departure from the Company. He has until their expiration date of 11/13/2027 to exercise them. |
| (5) | These options were vested prior to Mr. Powell's departure from the Company. He has until their expiration date of 7/6/2025 to exercise them. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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