SEC Filing | Newell Brands

View:

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NEWELL ALLAN P

(Last)

(First)

(Middle)

CHIPPEWA CREEK FARM

170 NEWELL ROAD

(Street)

HAMMOND

13646

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWELL RUBBERMAID INC [ NWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2006		A		2,340⁽¹⁾	A	$0	1,374,906	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$27.8	05/10/2006		A		5,713		⁽²⁾	05/10/2016	Common Stock	5,713	$0⁽³⁾	5,713	D

Explanation of Responses:

1. All restrictions on shares lapse on the third anniversary of the date of grant.

2. Options become exercisable in annual installments of 20% of the number of options granted.

3. Not applicable.

Remarks:

	/s/ Christine E. Vogt, Attorney in Fact for Allan Newell	05/10/2006
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby
constitutes and appoints each of Dale L. Matschullat,
Bradford R. Turner and Christine Vogt, signing singly, the
undersigned?s true and lawful attorney-in-fact to:
(1)     execute for and on behalf of the undersigned, in the
undersigned?s capacity as an officer and/or director of Newell
Rubbermaid Inc. (the ?Company?), Forms ID, 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form ID, 3, 4, or 5, complete and execute any
amendment or amendments, thereto, and timely file such form with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3)     take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact?s
discretion.
     The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact?s substitute or
substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned?s responsibilities to comply
with Section 16 of the Securities Act of 1934.
     This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms ID, 3, 4, and 5 with respect to the undersigned?s
holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
     The undersigned hereby revokes any Power of Attorney
granted by the undersigned prior to the date hereof to agents
or employees of the Company with respect to the matters set forth
in paragraphs (1), (2) and (3) above.
     IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 10th day of July, 2004.

/s/ Allan P. Newell

Print Name:  Allan P. Newell