SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* McColgan John James (Last) (First) (Middle) 533 MARYVILLE UNIVERSITY DRIVE (Street) ST. LOUIS MO 63141 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENERGIZER HOLDINGS INC [ ENR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Principal Accounting Officer
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 09/30/2009
	4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stk Units in Deferred Compensation Plan CM	$0	11/26/2008(1)		A(2)	162(3)		(4)	(4)	Energizer Holdings, Inc. Common Stock	162	$37.83	162	D
Phantom Stock Units in Deferred Compensation Plan	$0	11/26/2008		A(2)	650(5)		(4)	(4)	Energizer Holdings, Inc. Common Stock	650	$37.83	650	D
Phantom Stock Units in Deferred Compensation Plan	$0	11/26/2008		F(2)		12	(4)	(4)	Energizer Holdings, Inc. Common Stock	12	$37.83	638	D
Restricted Stock Equilvalents 2/6/09	$0	02/06/2009		A(2)	5,085		(6)	(6)	Energizer Holdings, Inc. Common Stock	5,085	$0	5,085	D
Restricted Stock Equivalent 10/13/08	$0	10/13/2008		A(2)	10,000		(7)	(7)	Energizer Holdings, Inc. Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. The reporting person has served as the Company's Principal Accounting Officer since January 1, 2008. However, he is not an "executive officer" for purposes of the Securities Exchange Act of 1934, as amended. All of the securities that have been acquired by the reporting person and reported on this form were acquired in exempt transactions.

2. Transaction should have been previously reported on a Form 4.

3. Company match on deferrals of 2008 bonus payment into Energizer phantom stock units in Deferred Compensation Plan vest 3 years from grant, provided matched deferrals remain in units for a period of one year. In accordance with the terms of the Plan, the initial value of the units is the closing price of ENR Common Stock on November 15th of the year units are credited.

4. Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.

5. Deferral of Reporting Person's annual 2008 cash bonus into Energizer phantom stock units in Deferred Compensation Plan.

6. Performance based restricted stock equivalent awards will vest on November 16, 2009 contingent upon achievement of the individual and Company performance targets for fiscal year 2009 applicable to the Company's 2009 Annual Bonus Program. Equivalents that do not vest will be forfeited.

7. 25% of Restricted Stock Equivalents (RSE) granted will vest and convert into shares of ENR common stock on 10/13/2011. An additional 5% will vest and convert into shares of ENR common stock in November, 2011, only if CAGR in EPS equals or exceeds 8% for the period between 9/30/08 and 9/30/11, proportionately increasing in 1/10th of 1% increments up to 75% of the RSEs granted if 15% 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.

	JOHN J. MCCOLGAN	11/09/2011
	** Signature of Reporting Person	Date
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