Sec Form 4 Filing - MILLETT ELIZABETH CUTHBERT @ NEWELL RUBBERMAID INC - 2014-12-01

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 MILLETT ELIZABETH CUTHBERT 2. Issuer Name and Ticker or Trading Symbol NEWELL RUBBERMAID 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 RUBBERMAID INC., 3 GLENLAKE PKWY. 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2014 (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 Common Stock 12/01/2014 S 32,833 D $ 35.97 ( 1 ) 138,171 D Common Stock 21,725 ( 2 ) I Custodian for Daughter Common Stock 6,345.1779 ( 2 ) I Custodian for Daughter - Dividend Reinvestment Plan Common Stock 21,725 ( 3 ) I Custodian for Son Common Stock 6,031.5655 ( 3 ) I Custodian for Son - Dividend Reinvestment Plan Common Stock 12/02/2014 S 45,690 D $ 35.79 92,481 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILLETT ELIZABETH CUTHBERT C/O NEWELL RUBBERMAID INC. 3 GLENLAKE PKWY. ATLANTA, GA30328 X Signatures /s/ Christine E. Hermann, Attorney in Fact for Elizabeth Cuthbert-Millett 12/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the sale of stock, the reporting person sold 32,833 shares at a weighted average price of $35.97 at prices ranging from $35.89 to $36.04. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 2 )As of July 22, 2014, these securities were held in the reporting person's adult daughter's name who does not share the same household as the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. ( 3 )As of July 22, 2014, these securities were held in the reporting person's adult son's name who does not share the same household as the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

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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