13D Filing: Icahn Capital LP and Newell Brands Inc (NWL)

SCHEDULE 13D

CUSIP No. 651229 10 6

Brett Icahn

(a) / /

(b) / /

OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

500,000

0

500,000

0

33,793,013 (includes Shares underlying forward contracts. See Item 5)*

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

6.96%*

IN

* Includes 33,293,013 Shares beneficially owned by all of the Reporting Persons other than Brett Icahn, who may be considered to have formed a “group” with Brett Icahn within the meaning of Section 13(d)(3) of the Act by virtue of his being a party to the Nomination Agreement. Brett Icahn expressly disclaims beneficial ownership of the 33,293,013 Shares beneficially owned by the other Reporting Persons, who expressly collectively retain sole voting and dispositive power over such Shares.