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Filing Details

Accession Number:: 0000908834-15-000424
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-03 17:20:27
Reporting Period:: 2015-12-01

Filing Date:: 2015-12-03
Accepted Time:: 2015-12-03 17:20:27
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2015-12-01	1,044	$0.00	20,129	No	4	M	Direct
Common Stock	Disposition	2015-12-01	518	$95.25	19,611	No	4	S	Direct
Common Stock	Acquisiton	2015-12-01	9,210	$0.00	28,821	No	4	M	Direct
Common Stock	Disposition	2015-12-01	4,569	$95.25	24,252	No	4	S	Direct
Common Stock	Acquisiton	2015-12-01	1,530	$0.00	25,782	No	4	M	Direct
Common Stock	Disposition	2015-12-01	759	$95.25	25,023	No	4	S	Direct
Common Stock	Acquisiton	2015-12-01	6,720	$0.00	31,743	No	4	M	Direct
Common Stock	Disposition	2015-12-01	3,334	$95.25	28,409	No	4	S	Direct
Common Stock	Acquisiton	2015-12-01	2,622	$0.00	31,031	No	4	A	Direct
Common Stock	Disposition	2015-12-01	1,301	$95.25	29,730	No	4	S	Direct
Common Stock	Disposition	2015-12-02	125	$0.00	29,605	No	4	G	Direct
Common Stock	Disposition	2015-12-02	2,697	$94.42	26,908	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	A	Direct
No	4	S	Direct
No	4	G	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Rights	Disposition	2015-12-01	1,044	$0.00	1,044	$0.00
Common Stock	Performance Rights	Disposition	2015-12-01	10,740	$0.00	10,740	$0.00
Common Stock	Performance Rights	Disposition	2015-12-01	6,270	$0.00	18,311	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	M	Direct
0	No	4	M	Direct
11,591	No	4	M	Direct

Footnotes

The remaining 50% of the performance rights granted on February 4, 2013 under the Spectrum Brands Holdings, Inc. 2013 Spectrum 750 Plan vested on December 1, 2015, and such performance rights, representing the SPB750 Service Award portion of Mr. Fagre's SPB750 Service Award, settled for 1,044 shares of the Issuer's common stock.
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 the SPB750 Service Award portion of Mr. Fagre's SPB750 Service Award.
The remaining 50% of the performance rights granted on November 29, 2013 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan vested on December 1, 2015, and such performance rights, representing the 2014 EIP Service Award portion of Mr. Fagre's 2014 EIP Award, settled for 9,210 shares of the Issuer's common stock.
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 of the 2014 EIP Service Award portion of Mr. Fagre's 2014 EIP Award.
Mr. Fagre also received 1,530 additional shares, representing the 2014 EIP Additional Award portion of Mr. Fagre's 2014 EIP Award, as the Issuer exceeded by a certain percentage the 2014 adjusted EBITDA and consolidated cash flow targets for the 2014 EIP Performance Award for the fiscal year ended September 30, 2014, and the Issuer's 2015 adjusted EBITDA and consolidated cash flow results for the fiscal year ended September 30, 2015 were greater than the comparable results for 2014.
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 of the 2014 EIP Additional Award portion of Mr. Fagre's 2014 EIP Award.
96.6% of the performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan ("2015 EIP Award") were earned as of December 1, 2015, and one-half of such performance rights, representing the 2015 EIP Performance Award portion of Mr. Fagre's 2015 EIP Award, settled for 6,720 shares of the Issuer's common stock.
In addition, 6,720 shares, representing the 2015 EIP Service Award portion of Mr. Fagre's 2015 EIP Award, will vest on December 1, 2016, if Mr. Fagre remains employed by the Issuer on such first anniversary. Mr. Fagre shall also be eligible to receive up to 4,870 additional shares, representing the 2015 EIP Additional Award portion of Mr. Fagre's 2015 EIP Award, based on the Issuer exceeding by a certain percentage the 2015 adjusted EBITDA and 2015 FCF targets for the fiscal year ended September 30, 2015. The 2015 EIP Additional Award will vest on December 1, 2016 if Mr. Fagre remains employed by the Issuer as of such date and if the Issuer's 2016 adjusted EBITDA and free cash flow results are equal to or greater than the comparable results for 2015.
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 of the 2015 EIP Performance Award portion of Mr. Fagre's 2015 EIP Award.
These shares of the Issuer's common stock represent the cash value of the Management Incentive Award under the Issuer's 2015 Management Incentive Plan.
These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding requirements resulting from the grant of his Management Incentive Award.
These shares of the Issuer's common stock were sold to satisfy Mr. Fagre's tax obligations.
Each performance right represents a contingent right to receive one share of the Issuer's common stock.