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* Peterson Christopher H (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) Director 10% Owner X Officer (give title below) Other (specify below) CFO & President, Bus. Op.
	3. Date of Earliest Transaction (Month/Day/Year) 02/18/2022
	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
Common Stock	02/18/2022		M		272,573(1)	A	$0	385,674	D
Common Stock	02/18/2022		F		117,196	D	$25.86(2)	268,478	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/18/2022		M			272,573	(4)	(5)	Common Stock	272,573	$0	0	D
Restricted Stock Units	(6)	02/18/2022		A		24,651		(7)	(8)	Common Stock	24,651	$0	24,651	D
Stock Option (Right to Buy)	$25.86	02/18/2022		A		184,889		(9)	02/18/2032	Common Stock	184,889	$0	184,889	D

Explanation of Responses:

1. The Company's Compensation and Human Capital Committee certified achievement of the pre-established performance goals resulting in the vesting of the Reporting Person's target shares. As discussed below, the terms of the Reporting Person's Performance Based Restricted Stock units provided for the payout of 0% to 200% of the original grant based on actual achievement of performance metrics related to relative total shareholder return and cumulative free cash flow between January 1, 2019 and December 31, 2021.

2. Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 18, 2022.

3. Each Performance Based Restricted stock unit represents the right to receive, the following vesting between 0% and 200% percent of one share of the Company's common stock.

4. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 2-year period beginning January 1, 2019 and ending December 31, 2021, and certification of such performance by the Company's Compensation and Human Capital Committee following the conclusion of the performance period.

5. If and to the extent the relevant performance criteria are not met, the performance-based restricted stock unit grant expires on the third anniversary of the grant date with a payout of 0%.

6. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

7. The entire award will vest on the third anniversary of the grant date, subject to the reporting person's continuous employment with the Company. The terms of the grant agreement between the reporting person and the Company also provide for full and/or partial vesting of the award in the event of the reporting person's death, disability or retirement during the vesting period.

8. N/A

9. The option vests ratably in one third increments on the first, second and third anniversaries of the grant date.

Remarks:

	/s/ Raj Dave, attorney-in-fact for Christopher H. Peterson	02/23/2022
	** 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).
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