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Filing Details

Accession Number:: 0000950142-12-000811
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-03 13:00:00
Reporting Period:: 2012-03-30

Filing Date:: 2012-04-03
Accepted Time:: 2012-04-03 19:58:07
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	Director	Officer	Large Shareholder	Other
1233563	Harbinger Capital Partners Master Fund I, Ltd.	C/O International Fund Svs. (Ireland) Lt 78 Sir John Rogerson'S Quay Dublin 2 L2 00000	No	No	Yes	Yes
1233569	Philip Falcone	450 Park Avenue, 30Th Floor New York NY 10022	No	No	Yes	Yes
1371517	Harbinger Capital Partners Special Situations Fund, L.p.	450 Park Avenue, 30Th Floor New York NY 10022	No	No	Yes	Yes
1371518	Harbinger Capital Partners Special Situations Gp, Llc	450 Park Avenue, 30Th Floor New York NY 10022	No	No	Yes	Yes
1456927	Harbinger Holdings, Llc	450 Park Avenue, 30Th Floor New York NY 10022	No	No	Yes	Yes
1457298	Harbinger Capital Partners Llc	450 Park Avenue, 30Th Floor New York NY 10022	No	No	Yes	Yes

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 (Par Value $0.01 Per Share)	Acquisiton	2012-03-30	48,500	$34.75	29,479,208	No	4	P	Indirect	See footnotes
Common Stock (Par Value $0.01 Per Share)	Acquisiton	2012-04-02	56,600	$35.15	29,535,808	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock (Par Value $0.01 Per Share)	79,100	Direct
Common Stock (Par Value $0.01 Per Share)	101,089	Direct

Footnotes

The price shown in Column 4 is the weighted average purchase price of the shares of common stock of Spectrum Brands Holdings, Inc. (the "Issuer"), par value $0.01 per share (the "SPB Shares") on the transaction date. The price range for the purchases is $34.58 to $35.07 per Share. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of Shares purchased at each separate price.
In this Form 4, "HGI" refers to Harbinger Group Inc.; "Special Situations Fund" refers to Harbinger Capital Partners Special Situations Fund, L.P.; "HCPSS" refers to Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Situations Fund; the "Master Fund" refers to Harbinger Capital Partners Master Fund I, Ltd.; "Harbinger LLC" refers to Harbinger Capital Partners LLC, the investment manager of the Master Fund; "Harbinger Holdings" refers to Harbinger Holdings, LLC, the managing member of HCPSS and Harbinger LLC; and "Mr. Falcone" refers to Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund and Special Situations Fund. (cont'd in FN 3)
(cont'd from FN 2) "HCP Persons" refers collectively to the Master Fund, Harbinger LLC, Harbinger Holdings, the Special Situations Fund, HCPSS and Mr. Falcone, each of whom is a Reporting Person.
These SPB Shares are directly owned by HGI, or its wholly owned subsidiary, which are not Reporting Persons hereunder; HGI has filed a separate Statement of Changes in Beneficial Ownership on Form 4 with respect to its interest in the SPB Shares. These SPB Shares may be deemed to be indirectly beneficially owned by each of the HCP Persons, each of which is a Reporting Person.
Each of the HCP Persons disclaims beneficial ownership of the SPB Shares owned by HGI except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of such SPB Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
These SPB Shares are owned directly by the Master Fund, which is a Reporting Person.
These SPB Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger LLC, Harbinger Holdings and Mr. Falcone. Each of these Reporting Persons disclaims beneficial ownership of the SPB Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the SPB Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
These SPB Shares are owned directly by the Special Situations Fund, which is a Reporting Person.
These SPB Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: HCPSS, Harbinger Holdings and Mr. Falcone. Each of these Reporting Persons disclaims beneficial ownership of the SPB Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the SPB Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The price shown in Column 4 is the weighted average purchase price of these shares (the "Shares") of the Issuer's common stock, par value $0.01 per Share on the transaction date. The price range for the purchases is $34.89 to $35.40 per Share. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of Shares purchased at each separate price.