Filing Details

Accession Number:
0000908834-14-000686
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-12-01 17:29:22
Reporting Period:
2014-11-25
Filing Date:
2014-12-01
Accepted Time:
2014-12-01 17:29:22
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
1128172 E Nathan Fagre C/O Spectrum Brands Holdings, Inc.
3001 Deming Way
Middleton WI 53562
Svp, Gc And Secretary No 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 Acquisiton 2014-11-25 7,500 $0.00 21,668 No 4 M Direct
Common Stock Disposition 2014-11-25 2,522 $89.75 19,146 No 4 S Direct
Common Stock Disposition 2014-12-01 4,433 $92.16 14,713 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Performance Rights Disposition 2014-11-25 7,500 $0.00 7,500 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Performance Rights $0.00 27,628 27,628 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
27,628 27,628 Direct
Footnotes
  1. The remaining 50% of the performance rights granted on December 7, 2012 under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan vested on November 25, 2014, and such performance rights, representing the 2013 EIP Service Award portion of Mr. Fagre's 2013 EIP Award, settled for 7,500 shares of the Issuer's common stock.
  2. These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights for 7,500 shares.
  3. These shares of the Issuer's common stock were sold to satisfy Mr. Fagre's tax obligations.
  4. Reflects the weighted average price of 4,433 shares of Common Stock of the Issuer sold by Mr. Fagre in multiple transactions on November 25, 2014 at prices ranging from $92.00 to $92.31 per share. Mr. Fagre 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.
  5. Each performance right represents a contingent right to receive one share of the Issuer's common stock.
  6. Under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan ("2014 EIP"), Mr. Fagre was awarded 18,419 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. Fagre remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award").
  7. Mr. Fagre shall also be eligible to receive up to 9,209 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. Fagre 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 27,628 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 18,419 performance rights will vest upon full vesting of the 2014 EIP Performance Award and the 2014 EIP Service Award.