Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SPRIESER JUDITH A

(Last)

(First)

(Middle)

C/O NEWELL BRANDS INC.

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC. [ NWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2024		M		18,285	A	$0	30,534	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/08/2024		M			18,285	⁽²⁾	⁽³⁾	Common Stock	18,285	$0	0	D
Restricted Stock Units	⁽¹⁾	05/09/2024		A		19,441		⁽²⁾	⁽³⁾	Common Stock	19,441	$0	19,441	D
Deferred RSU Phantom Stock	⁽⁴⁾							⁽⁵⁾	⁽³⁾	Common Stock	48,898.39		48,898.39⁽⁵⁾⁽⁶⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. common stock.

2. The award shall vest in full upon the earlier of: (i) the first anniversary of the grant date of the award; or (ii) the Company's next annual meeting of stockholders, which is at least 50 weeks after the Company's 2024 annual meeting of stockholders, provided the Reporting Person remains in continuous service on the Company's Board of Directors.

3. N/A

4. The Reporting Person's phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the reporting person's service on the Company's Board, in accordance with the DCP.

5. Represents a vested award of 43,297 RSU's granted in 2018, 2019 and 2020, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan. The Reporting Person elected to defer settlement on the scheduled vesting date and the RSU's instead converted to an equal number of phantom stock units, in accordance with the DCP. The phantom stock units will settle on a one-for-one basis for shares of the Company's Common Stock after the end of the Reporting Person's service on the Company's Board.

6. The report total includes 4,971.39 phantom stock units acquired by the Reporting Person pursuant to a dividend reinvestment feature of the DCP, of which 995.66 phantom stock units were acquired since the date of the last report. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the Reporting Person's service on the Company's Board.

Remarks:

	/s/ Bradford R. Turner, Attorney In Fact for Judith Sprieser	05/10/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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