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* SPRIESER JUDITH A (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) 05/04/2022
	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	05/04/2022		M		5,167	A	$0	5,167	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	(1)	05/04/2022		M			5,167	05/04/2022	(2)	Common Stock	5,167	$0	5,167	D
Restricted Stock Units	(1)	05/05/2022		A		7,082		(3)	(2)	Common Stock	7,082	$0	7,082	D
Deferred RSU Phantom Stock(4)	(5)							(5)	(2)	Common Stock	28,782.12		28,782.12(6)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. common stock.

2. N/A

3. The award shall vest in full upon the earlier of: (i) the first anniversary of the grant date of the award; or (ii) the date immediately preceding the date of the Company's 2023 annual meeting of its stockholders, provided the reporting person remains in continuous service on the Board until such date.

4. Represents vested awards of 26,642 restricted stock units ("RSUs") made in 2018, 2019, and 2020, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan. 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 Company's 2008 Deferred Compensation Plan ("DCP"). The 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.

5. The reporting person's 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.

6. The reported total includes 2,140.12 additional phantom stock units acquired by the reporting person since the date of her 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 Judith Sprieser	05/06/2022
	** Signature of Reporting Person	Date
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