| Item 1. | |
| (a) | Name of issuer:
Spectrum Brands Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
3001 DEMING WAY, MIDDLETON, Wisconsin, 53562 |
| Item 2. | |
| (a) | Name of person filing:
Callodine Capital Management, LP
James S. Morrow
Shares reported herein for Callodine Capital Management, LP ("Callodine") represent shares held for the benefit of investment advisory clients of Callodine. Shares reported herein for Mr. Morrow represent the above referenced shares reported for Callodine. Mr. Morrow is the managing member of the general partner of Callodine. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
Callodine Capital Management, LP
James S. Morrow
c/o Callodine Capital Management, LP
Two International Place, Suite 1830
Boston, MA 02110 |
| (c) | Citizenship:
Callodine Capital Management, LP - Delaware
James S. Morrow - United States |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
84790A105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) |  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1,354,057 |
| (b) | Percent of class:
5.42 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
1,354,057
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
1,354,057
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended on March 30, 2025, as filed with the Securities and Exchange Commission on May 8, 2025, that there were 25,003,906 shares of Common Stock, par value $0.01 per share, of the Issuer outstanding as of May 1, 2025.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|