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

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1. Name and Address of Reporting Person^*
ASHKEN IAN G H

(Last) | (First) | (Middle)
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD

(Street) 
ATLANTA | GA | 30328

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2016

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

4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

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 | 1,109,509 | D |
Common Stock | 230,181 | D^(1) |

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)
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | |
Explanation of Responses:
1. Represents restricted stock awards that shall become vested on the last day of any five consecutive trading day period during which the average closing price of Newell Brands common stock equals or exceeds $46.28 per share (provided that such vesting must occur, if at all, prior to December 31, 2020). Prior to vesting of the award, if the Company pays a dividend on its common stock, the reporting person will be entitled to receive, upon vesting of the award, an amount in cash equal in value to the dividends that the reporting person would have otherwise received at the time such dividend was paid to all other holders of Newell Brands common stock.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
| /s/ Michael R. Peterson, Attorney in Fact for Ian G.H. Ashken | 04/27/2016
| ** 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.
                                                                      Exhibit 24

                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Bradford R. Turner, Michael R. Peterson, Leah Lower, and Kathi
Lewis, signing singly, 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 Rubbermaid
                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 22 day of April, 2016

                                          /s/ Ian G.H. Ashken
                                        ---------------------------------------

                                        Print Name:     Ian G. H. Ashken
                                                    ---------------------------