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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Rights (4) | (5) (6) | (5)(6) | (5)(6) | Common Stock | 15,000 | 15,000 | D | ||||||||
| Performance Rights (4) | (7) | (7) | 11/16/2013 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Performance Rights (4) | (8) | (8) | 11/16/2013 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Performance Rights (4) | (9) | (9) | 11/16/2013 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FAGRE NATHAN E C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE MADISON, WI 53711 |
X | SVP, GC and Secretary | ||
| /s/ Nathan E. Fagre | 10/04/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares of the Issuer's common stock were automatically withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting of performance rights representing 5,000 shares awarded to him on November 15, 2010 under the Issuer's Equity Award Plan. The disposition of these shares had not been previously reported. |
| (2) | Reflects the weighted average price of 1,773 shares of Common Stock of the Issuer sold by Mr. Fagre in multiple transactions on October 2, 2013 at prices ranging from $66.09 to $66.34 per share. Mr. Fagre undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (3) | Includes 5,000 shares of restricted stock of the Issuer granted to Mr. Fagre on April 1, 2012, under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan, which will vest, if Mr. Fagre is employed by the Issuer through September 30, 2013. The vesting date shall occur as soon as practical, but in no event later than 74 days, following September 30, 2013. |
| (4) | Each performance right represents a contingent right to receive one share of the Issuer's common stock. |
| (5) | Up to 50% of such performance rights granted under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 (the "Performance Vesting Date")("Performance Award"). In addition, an amount equal to the Performance Award will vest, if Mr. Fagre is employed by the Issuer through the first anniversary of the Performance Vesting Date ("Service Award"). Mr. Fagre will also be eligible to receive up to 5,250 additional shares ("Additional Award") within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2014 and if Mr. Fagre is employed by the Issuer at that date. The Performance Award, the Service Award and the Additional Award together constitute the 2013 Award. |
| (6) | Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award, which represents achievement of 135% of the performance targets. If 100% of the performance targets is achieved, 15,000 shares are issuable upon full vesting of the 2013 Award. |
| (7) | 50% of the performance rights granted on January 17, 2011 under the Issuer's 2011 Two-Year Equity Award Plan vested on November 16, 2012 and such performance rights settled for 2,500 shares of the Issuer's common stock (the "Two-Year Award"). In addition, an amount equal to the Two-Year Award will vest on November 16, 2013, if Mr. Fagre is employed by the Issuer on such date. |
| (8) | 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan vested on November 16, 2012 and such performance rights settled for 5,000 shares of the Issuer's common stock. In addition, an amount equal to the 2012 Award will vest on November 16, 2013, if Mr. Fagre is employed by the Issuer on such date. |
| (9) | 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan for exceeding performance targets vested on November 16, 2012 and such performance rights settled for 2,000 shares of the Issuer's common stock. In addition, an amount equal to the settlement will vest on November 16, 2013, if Mr. Fagre is employed by the Issuer on such date. |