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Filing Details

Accession Number:: 0001475620-12-000073
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-21 18:10:23
Reporting Period:: 2012-12-20

Filing Date:: 2012-12-21
Accepted Time:: 2012-12-21 18:10:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1487730	Spectrum Brands Holdings Inc.	SPB	Miscellaneous Electrical Machinery, Equipment & Supplies (3690)	272166630

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1349840	R David Lumley	C/O Spectrum Brands Holdings, Inc. 601 Rayovac Drive Madison WI 53711	Ceo And President Gb&Pc H&G	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-12-20	44,494	$42.98	113,248	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Rights	$0.00	2014-09-30	149,999	149,999	Direct
Common Stock	Performance Rights	$0.00	2013-10-01	40,000	40,000	Direct
Common Stock	Performance Rights	$0.00	2013-09-30	36,166	36,166	Direct
Common Stock	Performance Rights	$0.00	2013-09-30	86,800	86,800	Direct
Common Stock	Performance Rights	$0.00	2013-09-30	28,933	28,933	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2014-09-30	149,999	149,999	Direct
2013-10-01	40,000	40,000	Direct
2013-09-30	36,166	36,166	Direct
2013-09-30	86,800	86,800	Direct
2013-09-30	28,933	28,933	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by Mr. Lumley on June 15, 2012.
Reflects the weighted average price of 44,494 shares of Common Stock of the Issuer sold by Mr. Lumley in multiple transactions on December 20, 2012 at prices ranging from $42,72 to $43.33 per share. Mr. Lumley 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.
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. Lumley 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, 111,111 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. Lumley 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 36,166 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. Lumley 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 86,800 shares of the Issuer's common stock. An additional 86,800 performance rights will vest and settle for shares of the Issuer's common stock on September 30, 2013, if Mr. Lumley 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 28,933 shares of the Issuer's common stock. An additional 28,933 performance rights will vest and settle for shares of the Issuer's common stock on September 30, 2013, if Mr. Lumley is employed by the Issuer on such date.