0000908834-17-000287.txt : 20171220
0000908834-17-000287.hdr.sgml : 20171220
20171220162201
ACCESSION NUMBER: 0000908834-17-000287
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: Rouve Andreas
CENTRAL INDEX KEY: 0001588034
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34757
FILM NUMBER: 171266995
MAIL ADDRESS:
STREET 1: ORANIENSTRASSE 82 A
CITY: BAD SODEN
STATE: 2M
ZIP: 65812
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
0001588034
Rouve Andreas
C/O SPECTRUM BRANDS HOLDINGS, INC.
3001 DEMING WAY
MIDDLETON
WI
53562
1
1
0
0
CEO & President
Common Stock
2017-12-01
4
M
0
10895
A
119809
D
Common Stock
2017-12-01
4
F
0
5404
114.21
D
114405
D
Common Stock
2017-12-01
4
M
0
5448
A
119853
D
Common Stock
2017-12-01
4
F
0
2703
114.21
D
117150
D
Common Stock
2017-12-01
4
M
0
15324
A
132474
D
Common Stock
2017-12-01
4
F
0
7601
114.21
D
124873
D
Common Stock
2017-12-01
4
M
0
6488
A
131361
D
Common Stock
2017-12-01
4
F
0
3219
114.21
D
128142
D
Common Stock
2017-12-01
4
M
0
9272
A
137414
D
Common Stock
2017-12-01
4
F
0
4599
114.21
D
132815
D
Common Stock
2017-12-08
4
A
0
5025
A
137840
D
Common Stock
2017-12-08
4
F
0
2493
114.47
D
135347
D
Performance Rights
2017-12-01
4
M
0
16343
D
Common Stock
16343
0
D
Performance Rights
2017-12-01
4
M
0
21812
D
Common Stock
21812
0
D
Performance Rights
2017-12-01
4
A
0
18632
A
Common Stock
18632
18632
D
Performance Rights
2017-12-01
4
M
0
9272
D
Common Stock
9272
9360
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 Mr. Rouve's S2B Award, settled for 10,895 shares of the Issuer's common stock.
Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the S2B Service Award portion of Mr. Rouve's S2B Award.
The remaining 50% of the performance rights granted on April 1, 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 Mr. Rouve's S2B Award, settled for 5,448 shares of the Issuer's common stock.
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 Mr. Rouve's 2016 EIP Award, settled for 15,324 shares of the Issuer's common stock.
Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Service Award portion of Mr. Rouve's 2016 EIP Award.
On December 1, 2017, Mr. Rouve also received 6,488 additional shares, representing the 2016 EIP Additional Award portion of Mr. Rouve'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 Mr. Rouve 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 Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Additional Award portion of Mr. Rouve'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 Mr. Rouve's 2017 EIP Award, settled for 9,272 shares of the Issuer's common stock. In addition, 9,273 shares, representing the 2017 EIP Service Award portion of Mr. Rouve's 2017 EIP Award, will vest on December 1, 2018 if Mr. Rouve remains employed by the Issuer on such first anniversary.
Mr. Rouve also shall be eligible to receive up to 87 additional shares, representing the 2017 EIP Additional Award portion of Mr. Rouve'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 Mr. Rouve 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 Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2017 EIP Performance Award portion of Mr. Rouve'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 Mr. Rouve's tax withholding requirements resulting from the vesting of his 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