X0306 4 2012-12-31 0001487730 Spectrum Brands Holdings, Inc. SPB 0001231601 POLISTINA TERRY C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE MADISON WI 53711 1 1 0 0 President, Global Appliances Common Stock 2012-12-31 4 S 0 43507 44.99 D 96178 D Performance Rights 2014-09-30 Common Stock 74999 74999 D Performance Rights 2013-10-01 Common Stock 25000 25000 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. Polistina on June 15, 2012. Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 (the "2013 Award"). An additional 50% will vest on September 30, 2014, if Mr. Polistina is employed by the Issuer on such date. Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award, which represents achievement of 135% of the performance targets. If 100% of the performance targets is achieved, 55,555 shares are issuable upon full vesting of the 2013 Award. Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights will vest 100% on October 1, 2013 if the Issuer meets a certain adjusted EBITDA performance target in connection with the successful integration of the Hardware Home Improvement Group from Stanley Black & Decker, Inc., and if Mr. Polistina 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. Polistina 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. Polistina 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. Polistina is employed by the Issuer on such date. /s/ Nathan E. Faegre, attorney-in-fact 2013-01-03