SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Hammer David Mark (Last) (First) (Middle) C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD (Street) ATLANTA GA 30328 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2020	3. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC. [ NWL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Business Unit CEO - A&C	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,998.9079(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(3)	Common Stock	6,311	(4)	D
Restricted Stock Units	(5)	(3)	Common Stock	8,074	(4)	D
Stock Option (Right to Buy)	(6)	02/18/2030	Common Stock	27,914	$20.02	D

Explanation of Responses:

1. Includes 2,839.9079 shares of Newell Brands Inc. (the "Company") common stock owned in a joint account with the reporting person's spouse.

2. Restricted stock units granted on February 14, 2018. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. These restricted stock units will vest in full on the third anniversary of the grant date, but the award may vest earlier in the event of the reporting person's death or disability.

3. N/A

4. Restricted stock units convert into shares of the Company's common stock on a one-for-one basis.

5. Restricted stock units granted on February 19, 2019. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. These restricted stock units will vest ratably in one-half increments on the second and third anniversaries of the award, but the award may vest earlier in the event of the reporting person's death or disability.

6. Stock option granted on February 18, 2020. The option vests ratably in one-third increments on the first, second, and third anniversaries of the grant date, subject to the reporting person's continuous employment with the Company.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Miriam Steinberg, Attorney in Fact for David M. Hammer	05/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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