0001487730-14-000023.txt : 20140310 0001487730-14-000023.hdr.sgml : 20140310 20140310170808 ACCESSION NUMBER: 0001487730-14-000023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140306 FILED AS OF DATE: 20140310 DATE AS OF CHANGE: 20140310 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAGRE NATHAN E CENTRAL INDEX KEY: 0001128172 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 14681743 MAIL ADDRESS: STREET 1: 19 FULTON STREET 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 100382100 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-03-06 0001487730 Spectrum Brands Holdings, Inc. SPB 0001128172 FAGRE NATHAN E C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON WI 53562 0 1 0 0 SVP, GC and Secretary Common Stock 2014-03-06 4 S 0 1464 77.47 D 13986 D Performance Rights Common Stock 27628 27628 D Performance Rights Common Stock 7500 7500 D Reflects the weighted average price of 1,464 shares of Common Stock of the Issuer sold by Mr. Fagre in multiple transactions on March 6, 2014 at prices ranging from $77.41 to $77.50 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. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 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"). 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. 50% of the performance rights granted on December 27, 2012 under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan vested on November 25, 2013 (the "2013 EIP Performance Vesting Date") and such performance rights settled for 7,500 shares of the Issuer's common stock ("2013 EIP Performance Award"). In addition, an amount equal to the 2013 EIP Performance Award will vest if Mr. Fagre is employed by the Issuer through the first anniversary of the 2013 EIP Performance Vesting Date ("2013 EIP Service Award"). The 2013 EIP Performance Award and the 2013 EIP Service Award together constitute the 2013 EIP Award. /s/ Nathan E. Fagre 2014-03-10