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Filing Details

Accession Number:: 0001487730-14-000012
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-01-23 18:14:42
Reporting Period:: 2014-01-21

Filing Date:: 2014-01-23
Accepted Time:: 2014-01-23 18:14:42
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. 3001 Deming Way Middleton WI 53562	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	2014-01-21	10,000	$68.55	138,832	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	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Rights	$0.00			116,889	116,889	Direct
Common Stock	Performance Rights	$0.00			55,556	55,556	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	116,889	116,889	Direct
	55,556	55,556	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by Mr. Lumley on May 9, 2013.
Reflects the weighted average price of 10,000 shares of Common Stock of the Issuer sold by Mr. Lumley in multiple transactions on January 21, 2014 at prices ranging from $67.97 to $69.18 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. 2014 Equity Incentive Plan ("2014 EIP"), Mr. Lumley was awarded 77,926 performance rights at 100% of performance targets. Up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and consolidated cash flow performance targets for the fiscal year ending September 30, 2014 (the "2014 EIP Performance Vesting Date") (such amount, the "2014 EIP Performance Award"). In addition, an amount equal to the 2014 EIP Performance Award will vest on the first anniversary of the 2014 EIP Performance Vesting Date (such date, the "2014 EIP Service Vesting Date"), if Mr. Lumley remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award").
Mr. Lumley shall also be eligible to receive up to 38,963 additional shares (the "2014 EIP Additional Award") if the Issuer meets certain adjusted EBITDA and consolidated cash flow performance targets in excess of 100% of the targets for the 2014 EIP Performance Award, for the fiscal year ending September 30, 2014. The 2014 EIP Additional Award will vest on the 2014 EIP Service Vesting Date if Mr. Lumley remains employed by the Issuer as of such date. The 2014 EIP Performance Award, the 2014 EIP Service Award and the 2014 EIP Additional Award together constitute the 2014 EIP Award. The amount reported of 116,889 represents the maximum number of performance rights that may vest if 150% of the applicable performance targets are achieved. If 100% of the applicable performance targets are achieved, then 77,926 performance rights will vest upon full vesting of the 2014 EIP Performance Award and the 2014 EIP Service Award.
50% of the performance rights granted on December 7, 2012 under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan vested on November 25, 2013 (the "2013 EIP Performance Vesting Date") and such performance rights settled for 55,555 shares of the Issuer's common stock ("2013 EIP Performance Award"). In addition, an amount equal to the 2013 EIP Performance Award will vest if Mr. Lumley is employed by the Issuer through the first anniversary of the 2013 EIP Performance Vesting Date ("2013 EIP Service Award"). The 2013 EIP Performance Award and the 2013 EIP Service Award together constitute the 2013 EIP Award.