Filing Details

Accession Number:
0001487730-14-000012
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-01-23 18:14:42
Reporting Period:
2014-01-21
Filing Date:
2014-01-23
Accepted Time:
2014-01-23 18:14:42
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1487730 Spectrum Brands Holdings Inc. SPB Miscellaneous Electrical Machinery, Equipment & Supplies (3690) 272166630
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1349840 R David Lumley C/O Spectrum Brands Holdings, Inc.
3001 Deming Way
Middleton WI 53562
Ceo And President Gb&Pc H&G Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2014-01-21 10,000 $68.55 138,832 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Performance Rights $0.00 116,889 116,889 Direct
Common Stock Performance Rights $0.00 55,556 55,556 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
116,889 116,889 Direct
55,556 55,556 Direct
Footnotes
  1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by Mr. Lumley on May 9, 2013.
  2. Reflects the weighted average price of 10,000 shares of Common Stock of the Issuer sold by Mr. Lumley in multiple transactions on January 21, 2014 at prices ranging from $67.97 to $69.18 per share. Mr. Lumley undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
  3. Each performance right represents a contingent right to receive one share of the Issuer's common stock.
  4. Under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan ("2014 EIP"), Mr. Lumley was awarded 77,926 performance rights at 100% of performance targets. Up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and consolidated cash flow performance targets for the fiscal year ending September 30, 2014 (the "2014 EIP Performance Vesting Date") (such amount, the "2014 EIP Performance Award"). In addition, an amount equal to the 2014 EIP Performance Award will vest on the first anniversary of the 2014 EIP Performance Vesting Date (such date, the "2014 EIP Service Vesting Date"), if Mr. Lumley remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award").
  5. Mr. Lumley shall also be eligible to receive up to 38,963 additional shares (the "2014 EIP Additional Award") if the Issuer meets certain adjusted EBITDA and consolidated cash flow performance targets in excess of 100% of the targets for the 2014 EIP Performance Award, for the fiscal year ending September 30, 2014. The 2014 EIP Additional Award will vest on the 2014 EIP Service Vesting Date if Mr. Lumley remains employed by the Issuer as of such date. The 2014 EIP Performance Award, the 2014 EIP Service Award and the 2014 EIP Additional Award together constitute the 2014 EIP Award. The amount reported of 116,889 represents the maximum number of performance rights that may vest if 150% of the applicable performance targets are achieved. If 100% of the applicable performance targets are achieved, then 77,926 performance rights will vest upon full vesting of the 2014 EIP Performance Award and the 2014 EIP Service Award.
  6. 50% of the performance rights granted on December 7, 2012 under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan vested on November 25, 2013 (the "2013 EIP Performance Vesting Date") and such performance rights settled for 55,555 shares of the Issuer's common stock ("2013 EIP Performance Award"). In addition, an amount equal to the 2013 EIP Performance Award will vest if Mr. Lumley is employed by the Issuer through the first anniversary of the 2013 EIP Performance Vesting Date ("2013 EIP Service Award"). The 2013 EIP Performance Award and the 2013 EIP Service Award together constitute the 2013 EIP Award.