SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Martin Douglas L (Last) (First) (Middle) C/O NEWELL RUBBERMAID INC. 3 GLENLAKE PARKWAY (Street) ATLANTA GA 30328 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/04/2012	3. Issuer Name and Ticker or Trading Symbol NEWELL RUBBERMAID INC [ NWL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive VP, CFO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,584	D
Common Stock	159	I	IRA Account
Common Stock	2,164	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	(1)	11/01/2012	Common Stock	6,200	32.45	D
Option (Right to Buy)	(2)	05/08/2013	Common Stock	2,400	29.34	D
Option (Right to Buy)	(3)	05/13/2014	Common Stock	12,000	22.98	D
Option (Right to Buy)	(4)	02/10/2015	Common Stock	12,000	22.38	D
Option (Right to Buy)	(5)	02/08/2016	Common Stock	9,600	23.99	D
Option (Right to Buy)	(6)	02/06/2017	Common Stock	12,000	30.37	D
Option (Right to Buy)	(7)	02/13/2018	Common Stock	12,000	23.32	D
Option (Right to Buy)	(8)	02/10/2020	Common Stock	9,701	13.64	D
Restricted Stock Units	(9)	(9)	Common Stock	3,685	0	D
Restricted Stock Units	(10)	(10)	Common Stock	2,656	0	D
Option (Right to Buy)	(11)	02/09/2021	Common Stock	6,788	19.68	D
Restricted Stock Units	(12)	(12)	Common Stock	2,896	0	D
Restricted Stock Units	(13)	(13)	Common Stock	4,624	0	D

Explanation of Responses:

1. Options granted on November 1, 2002. Options are fully vested.

2. Options granted on May 8, 2003. Options are fully vested.

3. Options granted on May 13, 2004. Options are fully vested.

4. Options granted on February 10, 2005. Options are fully vested.

5. Options granted on February 8, 2006. Options are fully vested.

6. Options granted on February 6, 2007. Options are fully vested.

7. Option granted on February 13, 2008. Options become exercisable in annual installments of 20% of the number of options granted.

8. Option granted on February 10, 2010. Options become exercisable on the third anniversary of the date of grant.

9. Restricted Stock Units granted on February 10, 2010. The reporting person shall become fully vested in his or her award upon the third anniversary of the date of the grant of the award, but the award may vest earlier in the event of death, disability or retirement. Prior to the vesting of the award, if the Company pays a dividend on its common stock, the reporting person will receive an amount in cash equal in value to the dividends that the reporting person would have received had the reporting person been the actual owner of the number of shares of Newell Rubbermaid common stock represented by the restricted stock units.

10. Restricted Stock Units granted on February 9, 2011. The reporting person shall become fully vested in his or her award upon the third anniversary of the date of the grant of the award, but the award may vest earlier in the event of death, disability or retirement. Prior to the vesting of the award, if the Company pays a dividend on its common stock, the reporting person will receive an amount in cash equal in value to the dividends that the reporting person would have received had the reporting person been the actual owner of the number of shares of Newell Rubbermaid common stock represented by the restricted stock units.

11. Options granted on February 9, 2011. Options become exercisable on the third anniversary of the date of grant.

12. Restricted Stock Units granted on June 30, 2011. The reporting person shall become fully vested in his or her award upon the third anniversary of the date of the grant of the award, but the award may vest earlier in the event of death, disability or retirement. Prior to the vesting of the award, if the Company pays a dividend on its common stock, the reporting person will receive an amount in cash equal in value to the dividends that the reporting person would have received had the reporting person been the actual owner of the number of shares of Newell Rubbermaid common stock represented by the restricted stock units.

13. Restricted Stock Units granted on February 8, 2012. This award vests in annual installments of 33 and 1/3 % of the number of RSUs awarded, but the award may vest earlier in the event of death, disability or retirement. Prior to the vesting of the award, if the Company pays a dividend on its common stock, the reporting person will receive an amount in cash equal in value to the dividends that the reporting person would have received had the reporting person been the actual owner of the number of shares of Newell Rubbermaid common stock represented by the restricted stock units.

Remarks:

	/s/ Christine E. Hermann, Attorney in Fact for Douglas L. Martin	09/12/2012
	** 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 5 (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.