Statement of Changes in Beneficial Ownership (4)
May 19 2020 - 4:22PM
Edgar (US Regulatory)
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
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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
*
Turner Bradford R |
2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC.
[
NWL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal & Admin Off & C.S. |
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(Last)
(First)
(Middle)
C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2020 |
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(Street)
ATLANTA, GA 30328
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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 | 5/15/2020 | | M | | 8858 (1) | A | $0 | 52731 | D | |
| Common Stock | 5/15/2020 | | F | | 3995 | D | $11.70 (2) | 48736 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 Units | (3) | 5/15/2020 | | M | | | 8858 | 5/15/2020 (4) | (5) | Common Stock | 8858.0 | $0 | 8859 | D | |
| Explanation of Responses: |
| (1) | The reporting person became vested in one-third of the total number of restricted stock units that were first granted on May 15, 2018, pursuant to a performance-based grant, as described in footnote 4, below. |
| (2) | Withholding of shares to cover taxes on the vesting was calculated based on the closing stock price for Newell Brands Inc. (the "Company") common stock on the transaction date. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
| (4) | Represents the vesting of the second tranche of a 3 year series of performance-based restricted stock units first awarded on May 15, 2018. The reporting person will become vested in the award ratably in one-third increments on the first, second and third anniversaries of the award date if: (i) he remains in continuous employment with the Company and (ii) certain performance criteria related to cost savings and completion of previously announced divestiture programs are satisfied. Unexpired portions of the award may vest earlier and without regard to achievement of the performance criteria in the event of death or disability. Unexpired portions of the award may vest pro rata, based on time in service, and without regard to achievement of the performance criteria, in the event of retirement. |
| (5) | If the relevant performance criteria are not met, each tranche will expire on the applicable anniversary date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Turner Bradford R
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD
ATLANTA, GA 30328 |
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| Chief Legal & Admin Off & C.S. |
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Signatures
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| /s/ Raj Dave, Attorney-in-Fact for Bradford R. Turner | | 5/19/2020 |
| **Signature of Reporting Person | Date |
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