0000908834-17-000286.txt : 20171220 0000908834-17-000286.hdr.sgml : 20171220 20171220162135 ACCESSION NUMBER: 0000908834-17-000286 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171201 FILED AS OF DATE: 20171220 DATE AS OF CHANGE: 20171220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Neu Stacey L CENTRAL INDEX KEY: 0001658928 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 171266989 MAIL ADDRESS: STREET 1: C/O SPECTRUM BRANDS HOLDINGS, INC. STREET 2: 3001 DEMING WAY CITY: MIDDLETON STATE: WI ZIP: 53562 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-12-01 0001487730 Spectrum Brands Holdings, Inc. SPB 0001658928 Neu Stacey L C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON WI 53562 0 1 0 0 SVP of Human Resources Common Stock 2017-12-01 4 M 0 1962 A 8043 D Common Stock 2017-12-01 4 F 0 974 114.21 D 7069 D Common Stock 2017-12-01 4 M 0 3831 A 10900 D Common Stock 2017-12-01 4 F 0 1901 114.21 D 8999 D Common Stock 2017-12-01 4 M 0 1622 A 10621 D Common Stock 2017-12-01 4 F 0 805 114.21 D 9816 D Common Stock 2017-12-01 4 M 0 2318 A 12134 D Common Stock 2017-12-01 4 F 0 1150 114.21 D 10984 D Common Stock 2017-12-08 4 A 0 902 A 11886 D Common Stock 2017-12-08 4 F 0 448 114.47 D 11438 D Performance Rights 2017-12-01 4 M 0 1962 D Common Stock 1962 0 D Performance Rights 2017-12-01 4 M 0 5453 D Common Stock 5453 0 D Performance Rights 2017-12-01 4 A 0 4658 A Common Stock 4658 4658 D Performance Rights 2017-12-01 4 M 0 2318 D Common Stock 2318 2340 D The remaining 50% of the performance rights granted on February 2, 2015 under the Spectrum Brands Holdings, Inc. S2B Plan vested on December 1, 2017, and such performance rights representing the S2B Service Award portion of Ms. Neu's S2B Award, settled for 1,962 shares of the Issuer's common stock. Represents shares of the Issuer's common stock withheld to satisfy Ms. Neu's tax withholding obligation upon the vesting and settling of performance rights of the S2B Service Award portion of Ms. Neu's S2B Award. The remaining 50% of the performance rights granted on December 15, 2015 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan (the "2016 EIP Award") vested on December 1, 2017, and such performance rights representing the 2016 EIP Service Award portion of Ms. Neu's 2016 EIP Award, settled for 3,831 shares of the Issuer's common stock. Represents shares of the Issuer's common stock withheld to satisfy Ms. Neu's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Service Award portion of Ms. Neu's 2016 EIP Award. On December 1, 2017, Ms. Neu also received, 1,622 additional shares, representing the 2016 EIP Additional Award portion of Ms. Neu's 2016 EIP Award, based on the Issuer exceeding by a certain percentage the 2016 adjusted EBITDA and 2016 consolidated free cash flow targets for the fiscal year ended September 30, 2016. The 2016 EIP Additional Award vested on December 1, 2017 since Ms. Neu remained employed by the Issuer as of such date and the Issuer's 2017 adjusted EBITDA and consolidated free cash flow results were equal to or greater than the comparable results for 2016. Represents shares of the Issuer's common stock withheld to satisfy Ms. Neu's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Additional Award portion of Ms. Neu's 2016 EIP Award. Performance rights granted on December 15, 2016 under the Spectrum Brands Holdings, Inc. 2017 Equity Incentive Plan (the "2017 EIP Award") were earned as of December 1, 2017, and 50% of such performance rights, representing the 2017 EIP Performance Award portion of Ms. Neu's 2017 EIP Award, settled for 2,318 shares of the Issuer's common stock. In addition, 2,318 shares, representing the 2017 EIP Service Award portion of Ms. Neu's 2017 EIP Award, will vest on December 1, 2018 if Ms. Neu remains employed by the Issuer on such first anniversary. Ms. Neu also shall be eligible to receive up to 22 additional shares, representing the 2017 EIP Additional Award portion of Ms. Neu's 2017 EIP Award, based on the Issuer exceeding 2017 consolidated free cash flow targets for the fiscal year ended September 30, 2018. The 2017 EIP Additional Award will vest on December 1, 2018 if Ms. Neu remains employed by the Issuer as of such date and will be payable if the Issuer's consolidated free cash flow results are equal to or greater than the comparable results for 2017. Represents shares of the Issuer's common stock withheld to satisfy Ms. Neu's tax withholding obligation upon the vesting and settling of performance rights of the 2017 EIP Performance Award portion of Ms. Neu's 2017 EIP Award. The shares represent the cash value of the Management Incentive Award under the Issuer's 2017 Management Incentive Plan. These shares of the Issuer's common stock were surrendered to satisfy Ms. Neu's tax withholding requirements resulting from the vesting of her Management Incentive Award. Each performance right represents a contingent right to receive one share of the Issuer's common stock. /s/ Nathan E. Fagre, attorney-in-fact 2017-12-20