SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FAGRE NATHAN E

(Last) (First) (Middle)
C/O SPECTRUM BRANDS HOLDINGS, INC.
3001 DEMING WAY

(Street)
MIDDLETON WI 53562

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [ SPB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/01/2015 M 1,044 A (1) 20,129 D
Common Stock 12/01/2015 S 518 (2) D $95.25 19,611 D
Common Stock 12/01/2015 M 9,210 A (3) 28,821 D
Common Stock 12/01/2015 S 4,569 (4) D $95.25 24,252 D
Common Stock 12/01/2015 M 1,530 A (5) 25,782 D
Common Stock 12/01/2015 S 759 (6) D $95.25 25,023 D
Common Stock 12/01/2015 M 6,720 A (7) (8) 31,743 D
Common Stock 12/01/2015 S 3,334 (9) D $95.25 28,409 D
Common Stock 12/01/2015 A 2,622 A (10) 31,031 D
Common Stock 12/01/2015 S 1,301 (11) D $95.25 29,730 D
Common Stock 12/02/2015 G 125 D $0 29,605 D
Common Stock 12/02/2015 S 2,697 (12) D $94.42 26,908 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Performance Rights (13) (1) 12/01/2015 M 1,044 (1) (1) Common Stock 1,044 (1) 0 D
Performance Rights (13) (3) (5) 12/01/2015 M 10,740 (3) (5) (3) (5) Common Stock 10,740 (3) (5) 0 D
Performance Rights (13) (7) (8) 12/01/2015 M 6,270 (7) (8) (7) (8) Common Stock 18,311 (7) (8) 11,591 D
Explanation of Responses:
1. 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.
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 the SPB750 Service Award portion of Mr. Fagre's SPB750 Service Award.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. These shares of the Issuer's common stock were sold to satisfy Mr. Fagre's tax obligations.
13. Each performance right represents a contingent right to receive one share of the Issuer's common stock.
Remarks:
/s/ Nathan E. Fagre 12/03/2015
** Signature of Reporting Person Date
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