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Filing Details

Accession Number:: 0000908834-14-000684
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-01 17:26:13
Reporting Period:: 2014-11-25

Filing Date:: 2014-12-01
Accepted Time:: 2014-12-01 17:26:13
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
1588034	Andreas Rouve	C/O Spectrum Brands Holdings, Inc. 3001 Deming Way Middleton WI 53562	President, International & Coo	No	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	Acquisiton	2014-11-25	10,000	$0.00	52,692	No	4	M	Direct
Common Stock	Disposition	2014-11-25	4,722	$89.75	47,970	No	4	S	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Rights	Disposition	2014-11-25	10,000	$0.00	10,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	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			7,732	7,732	Direct
Common Stock	Performance Rights	$0.00			27,628	27,628	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	7,732	7,732	Direct
	27,628	27,628	Direct

Footnotes

The remaining 50% of the performance rights granted on December 7, 2012 under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan vested on November 25, 2014, and such performance rights, representing the 2013 EIP Service Award portion of Mr. Rouve's 2013 EIP Award, settled for 10,000 shares of the Issuer's common stock.
These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights for 10,000 shares.
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. Rouve was awarded 5,155 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. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award").
Mr. Rouve shall also be eligible to receive up to 2,577 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. Rouve 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 7,732 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 5,155 performance rights will vest upon full vesting of the 2014 EIP Performance Award and the 2014 EIP Service Award.
Under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan ("2014 EIP"), Mr. Rouve was awarded 18,419 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. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award").
Mr. Rouve shall also be eligible to receive up to 9,209 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. Rouve 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 27,628 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 18,419 performance rights will vest upon full vesting of the 2014 EIP Performance Award and the 2014 EIP Service Award.