Sec Form 4 Filing - FRANKLIN MARTIN E @ NEWELL BRANDS INC - 2017-03-13

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 FRANKLIN MARTIN E 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, 221 RIVER STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2017 (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 03/13/2017 S( 1 )( 2 ) 200,000 D $ 48.48 4,840,926 D Common Stock 03/14/2017 S( 1 )( 2 ) 140,000 D $ 48.13 4,700,926 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRANKLIN MARTIN E C/O NEWELL BRANDS 221 RIVER STREET HOBOKEN, NJ07030 X Signatures /s/ Michael Peterson, attorney-in-fact for Martin E. Franklin 03/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 14, 2017, the reporting person reported the sale in an open market transaction of 340,000 shares, an amount estimated to be approximately equivalent to previously pledged shares that are expected to be returned to the reporting person pursuant to a previously disclosed collar arrangement entered into in the second quarter of 2016 scheduled to settle on March 17, 2017. The collar arrangement obligated the reporting person to deliver to unaffiliated third party purchasers up to 2,979,963 shares of NWL common stock on the expiration date of the contract. In exchange for assuming this obligation, the reporting person will receive a cash payment of $128.7 million as of the date of settlement of the contract. ( 2 )(Continued from footnote 1) The reporting person pledged 2,979,963 shares of NWL common stock (the "Pledged Shares") to secure his obligation under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The reporting person estimated that approximately 2.64 million shares will be transferred to the purchasers on the settlement date and therefore requested that the remaining approximately 340,000 Pledged Shares be sold in an open market transaction.

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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