Filing Details
- Accession Number:
- 0000908834-15-000424
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-12-03 17:20:27
- Reporting Period:
- 2015-12-01
- Filing Date:
- 2015-12-03
- Accepted Time:
- 2015-12-03 17:20:27
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2015-12-01 | 1,044 | $0.00 | 20,129 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-12-01 | 518 | $95.25 | 19,611 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2015-12-01 | 9,210 | $0.00 | 28,821 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-12-01 | 4,569 | $95.25 | 24,252 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2015-12-01 | 1,530 | $0.00 | 25,782 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-12-01 | 759 | $95.25 | 25,023 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2015-12-01 | 6,720 | $0.00 | 31,743 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-12-01 | 3,334 | $95.25 | 28,409 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2015-12-01 | 2,622 | $0.00 | 31,031 | No | 4 | A | Direct | |
| Common Stock | Disposition | 2015-12-01 | 1,301 | $95.25 | 29,730 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2015-12-02 | 125 | $0.00 | 29,605 | No | 4 | G | Direct | |
| Common Stock | Disposition | 2015-12-02 | 2,697 | $94.42 | 26,908 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | A | Direct | |
| No | 4 | S | Direct | |
| No | 4 | G | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Rights | Disposition | 2015-12-01 | 1,044 | $0.00 | 1,044 | $0.00 |
| Common Stock | Performance Rights | Disposition | 2015-12-01 | 10,740 | $0.00 | 10,740 | $0.00 |
| Common Stock | Performance Rights | Disposition | 2015-12-01 | 6,270 | $0.00 | 18,311 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 11,591 | No | 4 | M | Direct |
Footnotes
- The remaining 50% of the performance rights granted on February 4, 2013 under the Spectrum Brands Holdings, Inc. 2013 Spectrum 750 Plan vested on December 1, 2015, and such performance rights, representing the SPB750 Service Award portion of Mr. Fagre's SPB750 Service Award, settled for 1,044 shares of the Issuer's common stock.
- These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of the SPB750 Service Award portion of Mr. Fagre's SPB750 Service Award.
- The remaining 50% of the performance rights granted on November 29, 2013 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan vested on December 1, 2015, and such performance rights, representing the 2014 EIP Service Award portion of Mr. Fagre's 2014 EIP Award, settled for 9,210 shares of the Issuer's common stock.
- These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2014 EIP Service Award portion of Mr. Fagre's 2014 EIP Award.
- Mr. Fagre also received 1,530 additional shares, representing the 2014 EIP Additional Award portion of Mr. Fagre's 2014 EIP Award, as the Issuer exceeded 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, and the Issuer's 2015 adjusted EBITDA and consolidated cash flow results for the fiscal year ended September 30, 2015 were greater than the comparable results for 2014.
- These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2014 EIP Additional Award portion of Mr. Fagre's 2014 EIP Award.
- 96.6% of the performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan ("2015 EIP Award") were earned as of December 1, 2015, and one-half of such performance rights, representing the 2015 EIP Performance Award portion of Mr. Fagre's 2015 EIP Award, settled for 6,720 shares of the Issuer's common stock.
- In addition, 6,720 shares, representing the 2015 EIP Service Award portion of Mr. Fagre's 2015 EIP Award, will vest on December 1, 2016, if Mr. Fagre remains employed by the Issuer on such first anniversary. Mr. Fagre shall also be eligible to receive up to 4,870 additional shares, representing the 2015 EIP Additional Award portion of Mr. Fagre's 2015 EIP Award, based on the Issuer exceeding by a certain percentage the 2015 adjusted EBITDA and 2015 FCF targets for the fiscal year ended September 30, 2015. The 2015 EIP Additional Award will vest on December 1, 2016 if Mr. Fagre remains employed by the Issuer as of such date and if the Issuer's 2016 adjusted EBITDA and free cash flow results are equal to or greater than the comparable results for 2015.
- These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Performance Award portion of Mr. Fagre's 2015 EIP Award.
- These shares of the Issuer's common stock represent the cash value of the Management Incentive Award under the Issuer's 2015 Management Incentive Plan.
- These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Fagre's tax withholding requirements resulting from the grant of his Management Incentive Award.
- These shares of the Issuer's common stock were sold to satisfy Mr. Fagre's tax obligations.
- Each performance right represents a contingent right to receive one share of the Issuer's common stock.
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