Sec Form 3 Filing - Maura David M @ Spectrum Brands Holdings, Inc. - 2018-07-13

FORM 3 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 Maura David M 2. Issuer Name and Ticker or Trading Symbol Spectrum Brands Holdings, Inc. [ SPB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman and CEO (Last) (First) (Middle) C/O SPECTRUM BRANDS HOLDINGS, INC., 3001 DEMING WAY 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2018 (Street) MIDDLETON, WI53562 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 Common Stock 156,021 ( 1 ) 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 (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 Employee Stock Option (Right to Buy) $ 52.84 ( 4 ) ( 2 ) 11/29/2022( 3 ) Common Stock 70,294 ( 1 ) D Employee Stock Option (Right to Buy) $ 72.93 ( 4 ) ( 2 ) 12/02/2023( 3 ) Common Stock 64,142 ( 1 ) D Employee Stock Option (Right to Buy) $ 82.86 ( 4 ) ( 2 ) 11/25/2024( 3 ) Common Stock 26,743 ( 1 ) D Employee Stock Option (Right to Buy) $ 86.39 ( 4 ) ( 2 ) 11/24/2025( 3 ) Common Stock 1,164 ( 1 ) D Employee Stock Option (Right to Buy) $ 95.44 ( 4 ) ( 2 ) 12/14/2026( 3 ) Common Stock 51,309 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maura David M C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON, WI53562 X Executive Chairman and CEO Signatures /s/ Nathan E. Fagre, Attorney-in-Fact 07/17/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with a merger (the "Merger"), pursuant to which Spectrum Brands Legacy, Inc. (f/k/a Spectrum Brands Holdings, Inc.) became a direct subsidiary of the Issuer, each share of common stock of the Issuer (the "Issuer Shares") was combined into 0.1613 Issuer Shares as a result of a reverse stock split (the "Reverse Stock Split"). ( 2 )The employee stock options reported on this line are vested and exercisable. ( 3 )The options reported on this line expire on the tenth anniversary of the date of grant, except as set forth in the Separation and Release Agreement, dated as of November 28, 2016, by and between HRG Group, Inc. (predecessor to the Issuer) and the reporting person (as filed as Exhibit 10.2 to Amendment No.1 to the Annual Report on Form 10-K, filed January 27, 2017). ( 4 )The exercise price of each employee stock option held by the reporting person was recalculated in connection with the Merger. The pre-Merger exercise prices were divided by the Reverse Stock Split ratio of 0.1613.

Remarks: Exhibit 24.1: Power of Attorney

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).

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