SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FAGRE NATHAN E

(Last)

(First)

(Middle)

C/O SPECTRUM BRANDS HOLDINGS, INC.

601 RAYOVAC DRIVE

(Street)

MADISON

53711

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [ SPB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2013		M		2,500	A	⁽¹⁾	8,899	D
Common Stock	11/18/2013		F		878⁽²⁾	D	$65.63	8,021	D
Common Stock	11/16/2013		M		5,000	A	⁽³⁾	13,021	D
Common Stock	11/18/2013		F		1,756⁽⁴⁾	D	$65.63	11,265	D
Common Stock	11/16/2013		M		2,000	A	⁽⁵⁾	13,265	D
Common Stock	11/18/2013		F		703⁽⁶⁾	D	$65.63	12,562	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights⁽⁷⁾	⁽¹⁾	11/16/2013		M			2,500	⁽¹⁾	11/16/2013	Common Stock	2,500	⁽¹⁾	0	D
Performance Rights⁽⁷⁾	⁽³⁾	11/16/2013		M			5,000	⁽³⁾	11/16/2013	Common Stock	5,000	⁽³⁾	0	D
Performance Rights⁽⁷⁾	⁽⁵⁾	11/16/2013		M			2,000	⁽⁵⁾	11/16/2013	Common Stock	2,000	⁽⁵⁾	0	D
Performance Rights⁽⁷⁾	⁽⁸⁾⁽⁹⁾							⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	15,000		15,000	D

Explanation of Responses:

1. The remaining 50% of the performance rights granted on January 17, 2011 under the Issuer's 2011 Two-Year Equity Award Plan vested and settled for 2,500 shares of the Issuer's common stock on November 16, 2013.

2. These shares of the Issuer's common stock were tendered to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights for 2,500 shares.

3. The remaining 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan vested and settled for 5,000 shares of the Issuer's common stock on November 16, 2013.

4. These shares of the Issuer's common stock were tendered to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights for 5,000 shares.

5. The remaining 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan for exceeding performance targets vested and settled for 2,000 shares of the Issuer's common stock on November 16, 2013.

6. These shares of the Issuer's common stock were tendered to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights for 2,000 shares.

7. Each performance right represents a contingent right to receive one share of the Issuer's common stock.

8. Up to 50% of such performance rights granted under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan 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 "Performance Vesting Date")("Performance Award"). In addition, an amount equal to the Performance Award will vest, if Mr. Fagre is employed by the Issuer through the first anniversary of the Performance Vesting Date ("Service Award"). Mr. Fagre will also be eligible to receive up to 5,250 additional shares ("Additional Award") within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2014 and if Mr. Fagre is employed by the Issuer at that date. The Performance Award, the Service Award and the Additional Award together constitute the 2013 Award.

9. 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, 15,000 shares are issuable upon full vesting of the 2013 Award.

Remarks:

	/s/ Nathan E. Fagre	11/20/2013
	** Signature of Reporting Person	Date
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