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* MATHER COURTNEY (Last) (First) (Middle) C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD (Street) ATLANTA GA 30328 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/03/2020
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Compensation Phantom Stock(1)(2)(3)	(4)	02/03/2020		A		1,648.9092		(5)	(6)	Common Stock	1,648.9092	$19.71(7)	1,648.9092	D
Deferred RSU phantom stock(8)	(9)							(9)	(6)	Common Stock	6,422		6,684.2325(10)	D

Explanation of Responses:

1. Pursuant to the 2008 Deferred Compensation Plan, as amended (the "DCP"), non-employee directors who earn quarterly cash retainer fees for their services on the Company's Board may elect to defer receipt of their quarterly cash fees until after the end of the director's service on the Board, and to direct the investment of the deferred cash into phantom stock units which track the performance of the Company's Common Stock for the duration of the deferral period. The number of phantom stock units so acquired is calculated by dividing the deferred cash retainer amount by the closing price for the Company's Common Stock on the date the cash retainer is payable.

2. Dividends payable on the Company's Common Stock also accrue with respect to phantom stock units, and phantom stock units are subject to dividend reinvestment during the deferral period.

3. The aggregate value of the phantom stock units, including any additional phantom stock units acquired through dividend reinvestment during the deferral period, will be paid out in cash to the reporting person after the end of his service on the Board. At such time, the cash value of all of the phantom stock units will be calculated based on the closing price for the Company's Common Stock on the payment date, in accordance with the DCP and the reporting person's elections for his 2020 director compensation which are on file with the Company.

4. At the end of the deferral period, the cash value of the phantom stock units will be calculated based on the closing price for the Company's Common Stock on the payment date, in accordance with the DCP and the reporting person's elections for his 2020 director compensation which are on file with the Company.

5. The reporting person has elected to defer settlement of the cash value of the phantom stock units until after the end of his service on the Board of the Company, pursuant to the terms of the DCP.

6. N/A

7. The reporting person's acquisition price for each phantom stock unit is equal to the closing price of one share of the Company's Common Stock on the Transaction Date.

8. Represents a vested award of 6,422 restricted stock units ("RSUs") first made on May 15, 2018. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The 6,422 phantom stock units will settle on a one-for-one basis for shares of the Company's Common Stock after the end of the reporting person's service on the Company's Board.

9. The reporting person's 6,422 phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the reporting person's service on the Company's Board, in accordance with the DCP.

10. The reported total includes 262.2325 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

Remarks:

	/s/ Raj Dave, attorney-in-fact for Courtney Mather	02/05/2020
	** Signature of Reporting Person	Date
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