0001475620-12-000069.txt : 20121221 0001475620-12-000069.hdr.sgml : 20121221 20121221172545 ACCESSION NUMBER: 0001475620-12-000069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121219 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lumley David R CENTRAL INDEX KEY: 0001349840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 121282793 MAIL ADDRESS: STREET 1: C/O SPECTRUM BRANDS, INC. STREET 2: 6 CONCOURSE PARKWAY, SUITE 3300 CITY: ATLANTA STATE: GA ZIP: 30328 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Brands Holdings, Inc. CENTRAL INDEX KEY: 0001487730 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 272166630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: 608-275-3340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-12-19 0001487730 Spectrum Brands Holdings, Inc. SPB 0001349840 Lumley David R C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE MADISON WI 53711 1 1 0 0 CEO and President GB&PC H&G Common Stock 2012-12-19 4 S 0 58373 43.28 D 157742 D Performance Rights 2014-09-30 Common Stock 149999 149999 D Performance Rights 2013-10-01 Common Stock 40000 40000 D Performance Rights 2013-09-30 Common Stock 36166 36166 D Performance Rights 2013-09-30 Common Stock 86800 86800 D Performance Rights 2013-09-30 Common Stock 28933 28933 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by Mr. Lumley on June 15, 2012. Reflects the weighted average price of 58,373 shares of Common Stock of the Issuer sold by Mr. Lumley in multiple transactions on December 19, 2012 at prices ranging from $42,68 to $44.25 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. Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 (the "2013 Award"). An additional 50% will vest on September 30, 2014, if Mr. Lumley is employed by the Issuer on such date. Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award, which represents achievement of 135% of the performance targets. If 100% of the performance targets is achieved, 111,111 shares are issuable upon full vesting of the 2013 Award. Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights will vest 100% on October 1, 2013 if the Issuer meets a certain adjusted EBITDA performance target in connection with the successful integration of the Hardware Home Improvement Group from Stanley Black & Decker, Inc., and if Mr. Lumley is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 50% of the performance rights granted on November 15, 2010 under the Issuer's 2011 Two-Year Equity Award Plan vested on November 16, 2012 and such performance rights settled for 36,166 shares of the Issuer's common stock (the "Two-Year Award"). In addition, an amount equal to the Two-Year Award will vest on September 30, 2013, if Mr. Lumley is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan vested on November 16, 2012 and such performance rights settled for 86,800 shares of the Issuer's common stock. An additional 86,800 performance rights will vest and settle for shares of the Issuer's common stock on September 30, 2013, if Mr. Lumley is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan for exceeding performance targets vested on November 16, 2012 and such performance rights settled for 28,933 shares of the Issuer's common stock. An additional 28,933 performance rights will vest and settle for shares of the Issuer's common stock on September 30, 2013, if Mr. Lumley is employed by the Issuer on such date. /s/ Nathan E. Faegre, attorney-in-fact 2012-12-21