Sec Form 4 Filing - Hurd Laurel @ NEWELL BRANDS INC. - 2022-02-18

Insider filing report for Changes in Beneficial Ownership
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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
Hurd Laurel
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)
Pres., Learning & Development
(Last) (First) (Middle)
C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2022
(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 02/18/2022 M 35,775( 1 ) A $ 0 81,850.24( 2 ) D
Common Stock 02/18/2022 F 10,883 D $ 25.86( 3 ) 70,967.24( 2 ) D
Common Stock 02/18/2022 M 5,144 A $ 0 76,111.24( 2 ) D
Common Stock 02/18/2022 F 2,320 D $ 25.86( 3 ) 73,791.24( 2 ) 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 ) 02/18/2022 M 35,775 ( 5 ) ( 6 ) Common Stock 35,775 $ 0 0 D
Restricted Stock Units ( 7 ) 02/18/2022 M 5,144 ( 8 ) ( 9 ) Common Stock 5,144 $ 0 0 D
Restricted Stock Units ( 10 ) 02/18/2022 A 8,797 ( 11 ) ( 9 ) Common Stock 8,797 $ 0 8,797 D
Stock Option (Right to Buy) $ 25.86 02/18/2022 A 65,980 ( 12 ) 02/18/2032 Common Stock 65,980 $ 0 65,980 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hurd Laurel
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD
ATLANTA, GA30328
Pres., Learning & Development
Signatures
/s/ Raj Dave, Attorney-in-fact for Laurel Hurd 02/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Company's Compensation and Human Capital Committee certified achievement of the pre-established performance goals resulting in the vesting of the Reporting Person's target shares. As discussed below, the terms of the Reporting Person's Performance Based Restricted Stock units provided for the payout of 0% to 200% of the original grant based on actual achievement of performance metrics related to relative total shareholder return and cumulative free cash flow between January 1, 2019 and December 31, 2021.
( 2 )4,062.19 shares of this total are shares jointly owned with the Reporting Person's spouse.
( 3 )Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 18, 2022
( 4 )Each Performance Based Restricted stock unit represents the right to receive, the following vesting between 0% and 200% percent of one share of the Company's common stock.
( 5 )Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 2-year period beginning January 1, 2019 and ending December 31, 2021, and certification of such performance by the Company's Compensation Committee following the conclusion of the performance period.
( 6 )If and to the extent the relevant performance criteria are not met, the performance-based restricted stock unit grant expires on the third anniversary of the grant date with a payout of 0%.
( 7 )Restricted stock units convert into shares of the Company's common stock on a one-for-one basis
( 8 )Represents the vesting of the of restricted stock units granted to the Reporting Person on February 19, 2019. The grant vested ratably in one-third increments on the first, second and third anniversaries of the award date, pursuant to the terms of the grant agreement.
( 9 )N/A
( 10 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock
( 11 )The entire award will vest on the third anniversary of the grant date, subject to the Reporting Person's continuous employment with the Company
( 12 )The option vests ratably in one-third increments on the first, second and third anniversaries of the grant date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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