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Filing Details

Accession Number:: 0000908834-15-000354
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-09-23 19:14:41
Reporting Period:: 2015-09-21

Filing Date:: 2015-09-23
Accepted Time:: 2015-09-23 19:14:41
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		Yes	No	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	2015-09-21	10,000	$96.54	31,145	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	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Rights	$0.00	33,138	33,138	Direct
Common Stock	Performance Rights	$0.00	45,435	45,435	Direct
Common Stock	Performance Rights	$0.00	73,941	73,941	Direct

Amount	Remaning Holdings	Nature of Ownership
33,138	33,138	Direct
45,435	45,435	Direct
73,941	73,941	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by Mr. Lumley on December 12, 2014.
Reflects the weighted average price of 10,000 shares of Common Stock of the Issuer sold by Mr. Lumley in multiple transactions on September 21, 2015 at prices ranging from $95.82 to $97.29 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.
Represent performance rights granted on February 4, 2013 under the Spectrum Brands Holdings, Inc. 2013 Spectrum 750 Plan. 50% vested on December 1, 2014 (the "SPB750 Performance Vesting Date"), and such performance rights, representing the SPB750 Performance Award portion of Mr. Lumley's SPB750 Award, and settled for 33,138 shares of the Issuer's common stock. An additional 33,138 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. Lumley 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% vested on December 1, 2014 (the "2014 EIP Performance Vesting Date"), and such performance rights, representing the 2014 EIP Performance Award portion of Mr. Lumley's 2014 EIP Award, and settled for 38,963 shares of the Issuer's common stock. An additional 38,963 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. 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 6,472 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. Lumley 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.
Represent performance rights granted on February 2, 2015 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan. Up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA for the fiscal year ending September 30, 2015 (the "2015 EIP Performance Vesting Date") (such amount, the "2015 EIP Performance Award"). In addition, an amount equal to the 2015 EIP Performance Award will vest on the first anniversary of the 2015 EIP Performance Vesting Date (such date, the "2015 EIP Service Vesting Date"), if Mr. Lumley remains employed by the Issuer on such first anniversary (such amount, the "2015 EIP Service Award").
Mr. Lumley shall also be eligible to receive up to 19,170 additional shares (the "2015 EIP Additional Award") if the Issuer meets certain adjusted EBITDA in excess of 100% of the targets for the 2015 EIP Performance Award, for the fiscal year ending September 30, 2015. The 2015 EIP Additional Award will vest on the 2015 EIP Service Vesting Date if Mr. Lumley remains employed by the Issuer as of such date. The 2015 EIP Performance Award, the 2015 EIP Service Award and the 2015 EIP Additional Award together constitute the 2015 EIP Award. The amount reported of 73,941 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 54,771 performance rights will vest upon full vesting of the 2015 EIP Performance Award and the 2015 EIP Service Award.