X0306 4 2012-12-20 0001487730 Spectrum Brands Holdings, Inc. SPB 0001036194 HEIL JOHN C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE MADISON WI 53711 0 1 0 0 President, Global Pet Supplies Common Stock 2012-12-20 4 S 0 43475 42.98 D 42955 D Performance Rights 2013-09-30 Common Stock 18518 18518 D Performance Rights 2013-09-30 Common Stock 44444 44444 D Performance Rights 2013-09-30 Common Stock 14815 14815 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by Mr. Heil on June 15, 2012. Reflects the weighted average price of 43,475 shares of Common Stock of the Issuer sold by Mr. Heil in multiple transactions on December 20, 2012 at prices ranging from $42.72 to $43.33 per share. Mr. Heil 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. Also includes 5,866 shares of restricted stock of Issuer scheduled to vest on June 15, 2013 if Mr. Heil is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 50% of the performance rights granted on November 15, 2010 under the Issuer's 2011 Two-Year Equity Award Plan vested on November 16, 2012 and such performance rights settled for 18,518 shares of the Issuer's common stock (the "Two-Year Award"). In addition, an amount equal to the Two-Year Award will vest on September 30, 2013, if Mr. Heil is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan vested on November 16, 2012 and such performance rights settled for 44,444 shares of the Issuer's common stock. An additional 44,444 performance rights will vest and settle for shares of the Issuer's common stock on September 30, 2013, if Mr. Heil is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan for exceeding performance targets vested on November 16, 2012 and such performance rights settled for 14,815 shares of the Issuer's common stock. An additional 14,815 performance rights will vest and settle for shares of the Issuer's common stock on September 30, 2013, if Mr. Heil is employed by the Issuer on such date. /s/ Nathan E. Faegre, attorney-in-fact 2012-12-21