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
                      

1. Name and Address of Reporting Person *

ICAHN BRETT
2. Issuer Name and Ticker or Trading Symbol

NEWELL BRANDS INC. [ NWL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2020
(Street)

ATLANTA, GA 30328
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 7/31/2020  A  1753 (1)(2)A$0 1152087 D  
Common Stock         400000 I Charitable Foundation 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Granted in accordance with the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended.
(2) These shares represent the third quarter 2020 director fees paid in Common Stock based on the Company's closing price per share on July 31, 2020, of $16.40.

Remarks:
Brett Icahn may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Act) with Carl Icahn and certain of Carl Icahn's controlled entities. Brett Icahn does not have any pecuniary interest in any shares beneficially owned by Carl Icahn, and Brett Icahn disclaims beneficial ownership of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ICAHN BRETT
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD
ATLANTA, GA 30328
XX


Signatures
/s/ Raj Dave, attorney-in-fact for Brett Icahn8/4/2020
**Signature of Reporting PersonDate

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