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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Rights (7) | (1) | 11/16/2013 | M | 36,166 | (1) | 11/16/2013 | Common Stock | 36,166 | (1) | 0 | D | ||||
| Performance Rights (7) | (3) | 11/16/2013 | M | 86,800 | (3) | 11/16/2013 | Common Stock | 86,800 | (3) | 0 | D | ||||
| Performance Rights (7) | (5) | 11/16/2013 | M | 28,933 | (5) | 11/16/2013 | Common Stock | 28,933 | (5) | 0 | D | ||||
| Performance Rights (7) | (8) (9) | (8)(9) | (8)(9) | Common Stock | 149,999 | 149,999 | D | ||||||||
| Performance Rights (7) | (10) | (10) | (10) | Common Stock | 40,000 | 40,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lumley David R C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON, WI 53562 |
X | CEO and President GB&PC H&G | ||
| /s/ Nathan E. Fagre, attorney-in-fact | 11/20/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The remaining 50% of the performance rights granted on November 15, 2010 under the Issuer's 2011 Two-Year Equity Award Plan vested and settled for 36,166 shares of the Issuer's common stock on November 16, 2013. |
| (2) | These shares of the Issuer's common stock were tendered to satisfy Mr. Lumley's tax withholding obligation upon the vesting and settling of performance rights for 31,166 shares. |
| (3) | The remaining 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan vested settled for 86,800 shares of the Issuer's common stock on November 16, 2013. |
| (4) | These shares of the Issuer's common stock were tendered to satisfy Mr. Lumley's tax withholding obligation upon the vesting and settling of performance rights for 86,800 shares. |
| (5) | The remaining 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan for exceeding performance targets vested and settled for 28,933 shares of the Issuer's common stock on November 16, 2013. |
| (6) | These shares of the Issuer's common stock were tendered to satisfy Mr. Lumley's tax withholding obligation upon the vesting and settling of performance rights for 28,933 shares. |
| (7) | Each performance right represents a contingent right to receive one share of the Issuer's common stock. |
| (8) | Up to 50% of such performance rights granted under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 (the "Performance Vesting Date")("Performance Award"). In addition, an amount equal to the Performance Award will vest, if Mr. Lumley is employed by the Issuer through the first anniversary of the Performance Vesting Date ("Service Award"). Mr. Lumley will also be eligible to receive up to 38,889 additional shares ("Additional Award") within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2014 and if Mr. Lumley is employed by the Issuer at that date. The Performance Award, the Service Award and the Additional Award together constitute the 2013 Award. |
| (9) | Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award, which represents achievement of 135% of the performance targets. If 100% of the performance targets is achieved, 111,111 shares are issuable upon full vesting of the 2013 Award. |
| (10) | The performance rights will vest 100% within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 in connection with the successful integration of the Hardware Home Improvement Group from Stanley Black & Decker, Inc., and if Mr. Lumley is employed by the Issuer on such date. |