0000908834-15-000340.txt : 20150828 0000908834-15-000340.hdr.sgml : 20150828 20150828170107 ACCESSION NUMBER: 0000908834-15-000340 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150826 FILED AS OF DATE: 20150828 DATE AS OF CHANGE: 20150828 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: 3001 DEMING WAY CITY: MIDDLETON STATE: WI ZIP: 53562 BUSINESS PHONE: 608-275-3340 MAIL ADDRESS: STREET 1: P.O. BOX 620992 CITY: MIDDLETON STATE: WI ZIP: 53562-0992 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Martin Douglas L CENTRAL INDEX KEY: 0001557493 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 151082795 MAIL ADDRESS: STREET 1: C/O NEWELL RUBBERMAID INC. STREET 2: 3 GLENLAKE PARKWAY CITY: ATLANTA STATE: GA ZIP: 30328 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-08-26 0001487730 Spectrum Brands Holdings, Inc. SPB 0001557493 Martin Douglas L C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON WI 53562 0 1 0 0 EVP and CFO Common Stock 2015-08-26 4 P 0 300 92.83 A 16186 D Common Stock 2015-08-26 4 P 0 700 92.88 A 16886 D Performance Rights 2014-12-15 4 A 0 21674 0 A Common Stock 21674 21674 D Each performance right represents a contingent right to receive one share of the Issuer's common stock. Represent performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan ("2015 EIP Award"). Fifty percent of the 2015 EIP Award shall be payable if the Issuer achieves adjusted EBITDA of at least $760 million for the fiscal year ending September 30, 2015 ("2015 Adjusted EBITDA") and fifty percent shall be payable if the Issuer achieves free cash flow of at least $400 million for the fiscal year ending September 30, 2015 ("2015 FCF"), as determined within 74 days following the end of said fiscal year (such date, the "2015 EIP Award Date"). If the Issuer does not achieve these targets but exceeds the actual results achieved in the 2014 fiscal year for these targets, Mr. Martin would receive a reduced award. On such date (the "2015 EIP Performance Vesting Date"), one-half of any performance rights that have been earned will vest (such amount, the "2015 EIP Performance Award"). In addition, an amount equal to the 2015 EIP Performance Award will vest on the first anniversary of the 2015 EIP Performance Vesting Date (such date, the "2015 EIP Service Vesting Date"), if Mr. Martin remains employed by the Issuer on such first anniversary (such amount, the "2015 EIP Service Award"). Mr. Martin shall also be eligible to receive up to 5,619 additional shares (the "2015 EIP Additional 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 the 2015 EIP Service Vesting Date if Mr. Martin remains employed by the Issue 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. The 2015 EIP Performance Award, the 2015 EIP Service Award, and the 2015 EIP Additional Award together constitute the 2015 EIP Award. /s/ Nathan E. Fagre, attorney-in-fact 2015-08-28