SEC FORM 4 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
 
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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*
Malkoski Kristine Kay

(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)
Segment CEO - Learning & Dev.
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2023
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 05/05/2023 M 1,106(1) A $0 9,964 D
Common Stock 05/05/2023 F 333 D $10.11(2) 9,631 D
Common Stock 10,850 I By Spouse
Common Stock 900(3) 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 (4) 05/05/2023 M 1,106 (5) (6) Common Stock 1,106 $0 0 D
Explanation of Responses:
1. The Company's Compensation and Human Capital Committee certified the partial achievement of the pre-established performance goals resulting in the vesting of a portion of the Reporting Person's performance-based restricted stock units ("PRSUs") granted on May 5, 2022 (the "Grant Date"). The terms of the PRSU award provided for vesting on the one year anniversary of the Grant Date based on the actual achievement of performance metrics in the Writing business unit, subject to the Reporting Person's continuous employment with the Company.
2. Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on May 5, 2023.
3. Represents shares owned in a joint account with the Reporting Person's spouse.
4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
5. The entire award may vest on the one year anniversary of the Grant Date, subject to the achievement of pre-established performance metrics in the Writing business unit and the Reporting Person's continuous employment with the Company.
6. If and to the extent the relevant performance criteria are not met, the PRSU grant expires on the one year anniversary of the Grant Date with a payout 0%.
Remarks:
/s/ Raj Dave, Attorney in Fact for Kristine K. Malkoski 05/09/2023
** 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).
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.