Sec Form 4 Filing - Peterson Christopher H @ NEWELL BRANDS INC. - 2019-12-03

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 Peterson Christopher H 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) EVP, Chief Financial Officer (Last) (First) (Middle) C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2019 (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 12/03/2019 M 57,692 ( 1 ) A $ 0 57,692 D Common Stock 12/03/2019 F 18,314 D $ 18.63 39,378 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 ( 2 ) 12/03/2019 M 57,692 12/03/2019 ( 3 ) Common Stock 57,692 $ 0 57,692 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peterson Christopher H C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA, GA30328 EVP, Chief Financial Officer Signatures /s/ Raj Dave, attorney-in-fact for Christopher H. Peterson 12/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person became vested in one half of the total number of restricted stock units that were granted on December 3, 2018. ( 2 )Restricted stock units convert into Newell Brands Inc. common stock on a one-for-one basis. ( 3 )N/A

Remarks: As previously reported, on December 3, 2018, the Reporting Person was granted 115,384 Restricted Stock Units scheduled to vest in two equal tranches on the first and second anniversary of the grant date. Due to administrative error, filing of this Form 4 was not made in a timely manner when the vesting and sale of shares to cover taxes occurred on December 3, 2019. This Form 4 was filed as soon as possible upon discovery of this inadvertent omission.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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