SEC Filing | Newell Brands

View:

SEC FORM 3 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^*

Hammer David Mark

(Last)

(First)

(Middle)

C/O NEWELL BRANDS INC.

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2020

3. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC. [ NWL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Business Unit CEO - A&C

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	23,998.9079⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽²⁾	⁽³⁾	Common Stock	6,311	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽³⁾	Common Stock	8,074	⁽⁴⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	02/18/2030	Common Stock	27,914	20.02	D

Explanation of Responses:

1. Includes 2,839.9079 shares of Newell Brands Inc. (the "Company") common stock owned in a joint account with the reporting person's spouse.

2. Restricted stock units granted on February 14, 2018. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. These restricted stock units will vest in full on the third anniversary of the grant date, but the award may vest earlier in the event of the reporting person's death or disability.

3. N/A

4. Restricted stock units convert into shares of the Company's common stock on a one-for-one basis.

5. Restricted stock units granted on February 19, 2019. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. These restricted stock units will vest ratably in one-half increments on the second and third anniversaries of the award, but the award may vest earlier in the event of the reporting person's death or disability.

6. Stock option granted on February 18, 2020. The option vests ratably in one-third increments on the first, second, and third anniversaries of the grant date, subject to the reporting person's continuous employment with the Company.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Miriam Steinberg, Attorney in Fact for David M. Hammer	05/19/2020
	** 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.

POWER OF ATTORNEY


       Know all by these presents, that the undersigned hereby constitutes and appoints each of Bradford R. Turner, Raj Dave, Miriam Steinberg, and Kathi Lewis, signing singly, as 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 Brands 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 Exchange 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 12th day of May, 2020.


                    /s/ David Hammer
Print Name: David Hammer