Sec Form 4 Filing - SPRIESER JUDITH A @ NEWELL BRANDS INC. - 2021-05-04

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SPRIESER JUDITH A 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) (Last) (First) (Middle) C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2021 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 05/04/2021 A 5,167 ( 2 ) ( 3 ) Common Stock 5,167 $ 0 5,167 D Deferred RSU Phantom Stock ( 4 ) ( 5 ) ( 5 ) ( 3 ) Common Stock 6,119.778 6,119.778 ( 6 ) D Deferred RSU Phantom Stock ( 7 ) ( 8 ) ( 8 ) ( 3 ) Common Stock 9,535.888 9,535.888 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPRIESER JUDITH A C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA, GA30328 X Signatures /s/ Raj Dave, attorney-in-fact for Judith Sprieser 05/06/2021 Signature of Reporting Person Date

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 date immediately preceding the date of the Company's 2022 annual meeting of its stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death, disability or retirement. If the Company pays a dividend on its common stock during the vesting period, then upon vesting, the reporting person will receive a cash amount equal to the dividends that the reporting person would have received had the reporting person been the actual owner during the vesting period of the number of shares of the Company's common stock represented by the restricted stock units. ( 3 )N/A ( 4 )Represents a vested award of 5,504 restricted stock units ("RSUs") first made on May 15, 2018. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the Company's 2008 Deferred Compensation Plan (the "DCP"). The 5,504 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. ( 5 )The reporting person's 5,504 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. ( 6 )The reported total includes 289.363 additional phantom stock units acquired by the reporting person since the date of her last report pursuant to a dividend reinvestment feature of the DCP. 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. ( 7 )Represents a vested award of 9,085 restricted stock units ("RSUs") first made on May 7, 2019. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The 9,085 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. ( 8 )The reporting person's 9,085 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. ( 9 )The reported total includes 450.888 additional phantom stock units acquired by the reporting person since the date of her last report pursuant to a dividend reinvestment feature of the DCP. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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