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Filing Details

Accession Number:: 0000908834-14-000715
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-09 17:12:35
Reporting Period:: 2014-12-05

Filing Date:: 2014-12-09
Accepted Time:: 2014-12-09 17:12:35
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
1128172	E Nathan Fagre	C/O Spectrum Brands Holdings, Inc. 3001 Deming Way Middleton WI 53562	Svp, Gc And Secretary	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	2014-12-05	2,761	$0.00	23,158	No	4	A	Direct
Common Stock	Disposition	2014-12-08	967	$94.81	22,191	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
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			1,043	1,043	Direct
Common Stock	Performance Rights	$0.00			10,740	10,740	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,043	1,043	Direct
	10,740	10,740	Direct

Footnotes

The shares represent the cash value of the Management Incentive Award under the Issuer's 2014 Management Incentive Plan.
These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding obligation upon the award of restricted stock under the Issuer's Management Incentive Plan.
Each performance right represents a contingent right to receive one share of the Issuer's common stock.
Represent performance rights granted on February 4, 2013 under the Spectrum Brands Holdings, Inc. 2013 Spectrum 750 Plan. 50% of the performance rights vested on December 1, 2014 (the "SPB750 Performance Vesting Date"), and such performance rights, representing the SPB750 Performance Award portion of Mr. Fagre's SPB750 Award, settled for 1,043 shares of the Issuer's common stock. An additional 1,043 shares will vest on December 1, 2015 the first anniversary of the SPB750 Performance Vesting Date (such date, the "SPB750 Service Vesting Date"), if Mr. Fagre remains employed by the Issuer on such first anniversary (such amount, the "SPB750 Service Award").
Represent performance rights granted on November 29, 2013 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan. 50% of the performance rights vested on December 1, 2014 (the "2014 EIP Performance Vesting Date"), and such performance rights, representing the 2014 EIP Performance Award portion of Mr. Fagre's 2014 EIP Award, settled for 9,209 shares of the Issuer's common stock. An additional 9,210 shares will vest on December 1, 2015 the first anniversary of the 2014 EIP Performance Vesting Date (such date, the "2014 EIP Service Vesting Date"), if Mr. Fagre remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award").
Mr. Fagre shall also be eligible to receive up to 1,530 additional shares (the "2014 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2014 adjusted EBITDA and consolidated cash flow targets for the 2014 EIP Performance Award for the fiscal year ended September 30, 2014. The 2014 EIP Additional Award will vest on the 2014 EIP Service Vesting Date if Mr. Fagre remains employed by the Issue as of such date and if the Issuer's 2015 adjusted EBITDA and consolidated cash flow results are equal to or greater than the comparable results for 2014. The 2014 EIP Performance Award, the 2014 EIP Service Award, and the 2014 EIP Additional Award together constitute the 2014 EIP Award.