Sec Form 4 Filing - CAMPBELL PATRICK D @ NEWELL BRANDS INC. - 2021-05-04

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 CAMPBELL PATRICK D 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) 05/04/2021 (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

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 ) 05/04/2021 A 5,167 ( 5 )( 6 ) ( 7 ) Common Stock 5,167 $ 0 ( 5 ) 5,167 D Deferred RSU Phantom Stock ( 8 ) ( 9 ) ( 9 ) ( 7 ) Common Stock 7,141.082 7,141.082 ( 10 ) D Deferred RSU Phantom Stock ( 11 ) ( 12 ) ( 12 ) ( 7 ) Common Stock 9,535.288 9,535.288 ( 13 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAMPBELL PATRICK D C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA, GA30328 X Signatures /s/ Raj Dave, attorney-in-fact for Patrick D. Campbell 05/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of restricted stock units ("RSUs") which, pursuant to the reporting person's grant agreement with the Company, are scheduled to vest on the earlier of: (i) the first anniversary of the grant date; or (ii) the date immediately preceding the Company's 2022 annual meeting of its stockholders (as applicable, the "RSU Vesting Date"), with vesting conditioned upon the reporting person's 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. Pursuant to the grant agreement, as of the RSU Vesting Date, the reporting person would also be entitled to receive a cash payment equal to the value of dividends paid by the Company on an equal number of shares of the Company's Common Stock during the period from the grant date specified in Table II to 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 award and instead shall become eligible to receive on the RSU Vesting Date: (i) 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 phantom stock units to be acquired pursuant to this award 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 ( 8 )Represents a vested award of 6,422 restricted stock units ("RSUs") first granted on May 15, 2018, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The 6,422 phantom stock units will settle 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 Company's Board. ( 9 )The reporting person's 6,422 phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the reporting person's service on the Company's Board, in accordance with the DCP. ( 10 )The reported total includes 62.379 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board. ( 11 )Represents a vested award of 9,085 restricted stock units ("RSUs") first granted on May 7, 2019, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The 9,085 phantom stock units will settle 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 Company's Board. ( 12 )The reporting person's 9,085 phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the reporting person's service on the Company's Board, in accordance with the DCP. ( 13 )The reported total includes 83.293 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

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