Sec Form 4 Filing - Torres Russell @ NEWELL BRANDS INC - 2019-05-15

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 Torres Russell 2. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC [ NWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group President (Last) (First) (Middle) C/O NEWELL BRANDS INC., 221 RIVER STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2019 (Street) HOBOKEN, NJ07030 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 05/15/2019 M 9,491 ( 1 ) A $ 0 54,015.429 ( 2 ) D Common Stock 05/15/2019 F 3,017 D $ 15.63 50,998.429 ( 3 ) 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 Restricted Stock Units ( 4 ) 05/15/2019 M 9,491 05/15/2019( 5 ) ( 6 ) Common Stock 9,491 $ 0 18,982 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Torres Russell C/O NEWELL BRANDS INC. 221 RIVER STREET HOBOKEN, NJ07030 Group President Signatures /s/ Raj Dave, attorney-in-fact for Russell Torres 05/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person became vested in one-third of the total number of restricted stock units that were first granted on May 15, 2018, pursuant to a performance-based grant, as described in footnote 5, below. ( 2 )This total has been updated from the Reporting Person's most recent Form 4 report to reflect shares acquired by the Reporting Person under a dividend reinvestment plan on: (i) June 13, 2018; (ii) September 12, 2018; (iii) December 12, 2018; and (iv) March 13, 2019. ( 3 )Includes shares acquired by the Reporting Person through a dividend reinvestment plan. ( 4 )Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. common stock. ( 5 )Represents the vesting of the first tranche of a 3 year series of performance-based restricted stock units first awarded on May 15, 2018. The Reporting Person will become vested in the award ratably in one-third increments on the first, second and third anniversaries of the award date if: (i) he remains in continuous employment with the Company and (ii) certain performance criteria related to cost savings are satisfied. Unexpired portions of the award may vest earlier and without regard to achievement of the performance criteria in the event of death or disability. Unexpired portions of the award may vest pro rata, based on time in service, and without regard to achievement of the performance criteria, in the event of retirement. ( 6 )If relevant performance criteria are not met, each tranche expires on the applicable anniversary date of the grant.

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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