Sec Form 4 Filing - POLK MICHAEL B @ NEWELL RUBBERMAID INC - 2015-02-09

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 POLK MICHAEL B 2. Issuer Name and Ticker or Trading Symbol NEWELL RUBBERMAID INC [ NWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O NEWELL RUBBERMAID INC., 3 GLENLAKE PKWY. 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2015 (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 02/09/2015 M 99,884 A $ 37.65 422,122 ( 1 ) D Common Stock 02/09/2015 F 51,303 D $ 37.65 370,819 ( 1 ) D Common Stock 02/09/2015 A 419,513 ( 2 ) A $ 37.65 790,332 ( 1 ) D Common Stock 02/09/2015 F 217,518 D $ 37.65 572,814 ( 1 ) D Common Stock 02/10/2015 S 150,000 D $ 37.92 ( 3 ) 422,814 ( 1 ) D Common Stock 37,300 ( 4 ) I Michael B. Polk December 2012 3-year GRAT Common Stock 83,400 ( 4 ) I Michael B. Polk December 2012 5-year GRAT Common Stock 86,144 ( 4 ) I Michael B. Polk December 2013 3-year GRAT

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 ( 5 ) 02/09/2015 M 99,884 02/09/2015 ( 6 ) Common Stock 99,884 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POLK MICHAEL B C/O NEWELL RUBBERMAID INC. 3 GLENLAKE PKWY. ATLANTA, GA30328 President and CEO Signatures /s/ Christine E. Hermann, Attorney-In-Fact for Michael B. Polk 02/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the distribution of shares from GRATS. Each distribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and, as such, has not been previously reported. ( 2 )Acquired upon vesting of performance-based restricted stock units previously granted on February 8, 2012. ( 3 )In connection with the stock sale, the reporting person sold 150,000 shares at a weighted average price of $37.92 at prices ranging from $37.57 to $38.14. 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. ( 4 )Reflects the distribution of shares of common stock from this GRAT. This distribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and, as such, has not been previously reported. ( 5 )Each restricted stock unit was the economic equivalent of one share of Newell Rubbermaid Inc. common stock. ( 6 )N/A

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