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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   FRANKLIN MARTIN E 2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2016 3. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC [NWL] (Last) (First) (Middle) C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD 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 Original Filed(Month/Day/Year) (Street) ATLANTA, GA 30328 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 4,529,415 D   Common Stock 511,511 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FRANKLIN MARTIN E C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA, GA 30328	  X	Â	Â	Â

Signatures

/s/ Michael R. Peterson, Attorney in Fact for Martin E. Franklin		04/27/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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

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