Ownership Submission
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, 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 *
  SEESER JENNIFER
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2019
3. Issuer Name and Ticker or Trading Symbol
EDGEWELL PERSONAL CARE Co [EPC]
(Last)
(First)
(Middle)
C/O EDGEWELL PERSONAL CARE COMPANY, 1350 TIMBERLAKE MANOR PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Acccounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHESTERFIELD, MO 63017
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 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 1,134
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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 7-8-2015   (1)   (1) Common Stock 250 $ 0 D  
Restricted Stock Equivalent 1-4-2016   (2)   (2) Common Stock 158 $ 0 D  
Restricted Stock Equivalent 11-3-2016   (3)   (3) Common Stock 334 $ 0 D  
Restricted Stock Equivalent 11-13-2017   (4)   (4) Common Stock 636 $ 0 D  
Restricted Stock Equivalent 4/2/2018   (5)   (5) Common Stock 1,025 $ 0 D  
Restricted Stock Equivalent 11/15/2018   (6)   (6) Common Stock 1,639 $ 0 D  
Performance Stock Equivalent 11-15-2018   (7)   (7) Common Stock 1,405 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEESER JENNIFER
C/O EDGEWELL PERSONAL CARE COMPANY
1350 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MO 63017
      Chief Acccounting Officer  

Signatures

s/ Jennifer Seeser 02/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The RSEs will become vested and convert into shares of Edgewell common stock on 7/8/2019 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.
(2) The RSEs will become vested and convert into shares of Edgewell common stock on 1/4/2020 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.
(3) One-half of the RSEs will become vested and convert into shares of Edgewell common stock on each of 11/3/2019 and 11/3/2020 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) One-third of the RSEs will become vested and convert into shares of Edgewell common stock on each of 11/13/2019, 11/13/2020 and 11/13/2021 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.
(5) One-half of the RSEs will become vested and convert into shares of Edgewell common stock on each of 4/2/2019 and 4/2/2020 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.
(6) One-third of the RSEs will become vested on each of 11/15/2019, 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.
(7) 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, 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.
 
Remarks:
I, Jennifer Seeser, Chief Accounting 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.

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