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Sec Form 4 Filing - MATHER COURTNEY @ NEWELL BRANDS Inc - 2019-05-07

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
MATHER COURTNEY
2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS 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 BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2019
(Street)
ATLANTA, GA30328
4. If Amendment, Date Original Filed (MM/DD/YY)
05/09/2019
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
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
Deferred RSU phantom stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) 05/07/2019 A 9,085 ( 5 )( 6 ) ( 7 ) Common Stock 9,085 ( 6 ) 9,085 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATHER COURTNEY
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD
ATLANTA, GA30328
X
Signatures
/s/ Raj Dave, attorney-in-fact for Courtney Mather 01/29/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 7, 2019 (the "RSU Grant Date"), the reporting person received an award of 9,085 restricted stock units ("RSUs") which, pursuant to his Grant Agreement with the Company, was scheduled to vest on the earlier of: (i) the first anniversary of the RSU Grant Date or (ii) the date immediately preceding the Company's 2020 annual meeting of its stockholders (as applicable, the "RSU Vesting Date"), with vesting conditioned upon his continuous service on the Board until the RSU Vesting Date, and with the award being eligible to vest before the RSU Vesting Date in the event of the reporting person's death, disability or retirement. On the RSU Vesting Date, the reporting person also is entitled to receive cash equal to the value of dividends paid on 9,085 shares of the Company's Common Stock between the RSU Grant Date and the RSU Vesting Date (the "Vesting Year Dividend Payment").
( 2 )Pursuant to the Company's 2008 Deferred Compensation Plan, as amended (the "DCP"), the reporting person elected to defer vesting of the 9,085 shares and instead became eligible to receive on the RSU Vesting Date: (i) 9,085 phantom stock units and (ii) the Vesting Year Dividend Payment. Settlement of the phantom stock units received on the RSU Vesting Date will be deferred until after the end of the reporting person's service on the Board of the Company. At the end of the deferral period, the phantom stock units will settle on a one-for-one basis for shares of the Company's Common Stock.
( 3 )During the deferral period, additional phantom stock units will continue to accrue pursuant to a dividend reinvestment feature of the DCP. At the end of the deferral period, the reporting person will also have the right to receive the cash equivalent of the additional phantom stock units accrued.
( 4 )Before the RSU Vesting Date, each RSU represents a contingent right to receive one phantom stock unit. On and after the RSU Vesting Date, each phantom stock unit will represent the right to receive one share of Common Stock of the Company at the end of the deferral period.
( 5 )The RSUs will be exchanged for an equal number of phantom stock units on the RSU Vesting Date.
( 6 )The 9,085 phantom stock units acquired on the RSU Vesting Date will be settled on a one-for-one basis for shares of the Company's Common Stock after the end of the reporting person's service on the Board. On the settlement date, all additional phantom stock units acquired during the deferral period through reinvested dividends will also be payable to the reporting person in cash. The cash value will be calculated based on the closing stock price for the Company's Common Stock on the settlement date.
( 7 )N/A

Remarks:
The purpose of this amendment is to correct Table II to report the terms of the derivative security granted to the reporting person on May 7, 2019. On May 7, 2019, the reporting person received a RSU grant which is scheduled to convert to phantom stock units on May 7, 2020. The grant will convert to phantom stock units and not to shares of the Company's Common Stock. This amendment also reports the manner in which the phantom stock units subject to this grant will settle for shares of Common Stock, together with cash paid for reinvested dividends, after the end of the reporting person's service on the Board of the Company.Pursuant to instruction 9(b) to Form 4, only the lines of Form 4 requiring correction or amendment are being set forth on this amended Form 4A.

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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