SEC Form 4 · accession 0000908834-15-000340
Spectrum Brands Legacy, 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
Aug 26, 2015
Accepted (ET)
Aug 28, 2015 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487730
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 26, 2015 | P | 300 | $92.83 | A | 16,186 | D | |
| Common Stock | Aug 26, 2015 | P | 700 | $92.88 | A | 16,886 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF1,F2,F3 | — | Dec 15, 2014 | A | 21,674 | A | — | — | Common Stock | 21,674 | 21,674 | D |
Explanation of responses
- F1Each performance right represents a contingent right to receive one share of the Issuer's common stock.
- F2Represent performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan ("2015 EIP Award"). Fifty percent of the 2015 EIP Award shall be payable if the Issuer achieves adjusted EBITDA of at least $760 million for the fiscal year ending September 30, 2015 ("2015 Adjusted EBITDA") and fifty percent shall be payable if the Issuer achieves free cash flow of at least $400 million for the fiscal year ending September 30, 2015 ("2015 FCF"), as determined within 74 days following the end of said fiscal year (such date, the "2015 EIP Award Date"). If the Issuer does not achieve these targets but exceeds the actual results achieved in the 2014 fiscal year for these targets, Mr. Martin would receive a reduced award. On such date (the "2015 EIP Performance Vesting Date"), one-half of any performance rights that have been earned will vest (such amount, the "2015 EIP Performance Award").
- F3In addition, an amount equal to the 2015 EIP Performance Award will vest on the first anniversary of the 2015 EIP Performance Vesting Date (such date, the "2015 EIP Service Vesting Date"), if Mr. Martin remains employed by the Issuer on such first anniversary (such amount, the "2015 EIP Service Award"). Mr. Martin shall also be eligible to receive up to 5,619 additional shares (the "2015 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2015 adjusted EBITDA and 2015 FCF targets for the fiscal year ended September 30, 2015. The 2015 EIP Additional Award will vest on the 2015 EIP Service Vesting Date if Mr. Martin remains employed by the Issue as of such date and if the Issuer's 2016 adjusted EBITDA and free cash flow results are equal to or greater than the comparable results for 2015. The 2015 EIP Performance Award, the 2015 EIP Service Award, and the 2015 EIP Additional Award together constitute the 2015 EIP Award.