SEC Form 4 · accession 0000950142-18-001573
Spectrum Brands Holdings, Inc. · SPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas L Martin
Officer — EVP and CFO
Period of report
Jul 13, 2018
Accepted (ET)
Jul 17, 2018 · 5:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000109177
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 13, 2018 | A | 49,189 | $0.00 | A | 49,189 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF2,F1,F3,F4 | — | Jul 13, 2018 | A | 4,679 | A | — | — | Common Stock | 4,679 | 4,679 | D |
Explanation of responses
- F1Represents shares of common stock of the Issuer ("Issuer Shares") and restricted stock units with respect to Issuer Shares that were acquired in exchange for an equal number of shares of common stock of Spectrum Brands Legacy, Inc. (f/k/a Spectrum Brands Holdings, Inc.), a Delaware corporation ("Legacy Spectrum"), and restricted stock units with respect to shares of common stock of Legacy Spectrum in connection with a merger (the "Merger") pursuant to which Legacy Spectrum became a direct subsidiary of the Issuer.
- F2Each performance right represents a contingent right to receive one Issuer Share.
- F3Performance rights granted on December 15, 2016 under the Spectrum Brands Holdings, Inc. 2017 Equity Incentive Plan (the "2017 EIP Award") were earned as of December 1, 2017, and 50% of such performance rights, representing the 2017 EIP Performance Award portion of Mr. Martin's 2017 EIP Award, settled for 4,636 shares of the Issuer Shares and are included in Table I. In addition, 4,636 shares, representing the 2017 EIP Service Award portion of Mr. Martin's 2017 EIP Award, will vest on December 1, 2018 if Mr. Martin remains employed by the Issuer on such first anniversary.
- F4Mr. Martin also shall be eligible to receive up to 43 additional shares, representing the 2017 EIP Additional Award portion of Mr. Martin's 2017 EIP Award, based on the Issuer exceeding 2017 consolidated free cash flow targets for the fiscal year ending September 30, 2018. The 2017 EIP Additional Award will vest on December 1, 2018 if Mr. Martin remains employed by the Issuer as of such date and will be payable if the Issuer's consolidated free cash flow results are equal to or greater than the comparable results for 2017.