SEC Form 4 · accession 0000908834-15-000425
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
Dec 1, 2015
Accepted (ET)
Dec 3, 2015 · 5:20 pm EST
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 StockF1,F2 | Dec 1, 2015 | M | 7,754 | — | A | 24,640 | D | |
| Common StockF3 | Dec 1, 2015 | F | 4,653 | $95.25 | D | 19,987 | D | |
| Common StockF4 | Dec 1, 2015 | A | 5,768 | — | A | 25,755 | D | |
| Common StockF5 | Dec 1, 2015 | F | 3,461 | $95.25 | D | 22,294 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF6,F1,F2 | — | Dec 1, 2015 | M | 7,554 | D | — | — | Common Stock | 7,554 | 13,374 | D |
Explanation of responses
- F196.6% of the performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan ("2015 EIP Award") were earned as of December 1, 2015, and one-half of such performance rights, representing the 2015 EIP Performance Award portion of Mr. Martin's 2015 EIP Award, settled for 7,754 shares of the Issuer's common stock.
- F2In addition, 7,754 shares, representing the 2015 EIP Service Award portion of Mr. Martin's 2015 EIP Award, will vest on December 1, 2016, if Mr. Martin remains employed by the Issuer on such first anniversary. Mr. Martin shall also be eligible to receive up to 5,619 additional shares, representing the 2015 EIP Additional Award portion of Mr. Martin's 2015 EIP 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 December 1, 2016 if Mr. Martin remains employed by the Issuer 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.
- F3These shares of the Issuer's common stock were surrendered to satisfy Mr. Martin's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Performance Award portion of Mr. Martin's 2015 EIP Award.
- F4The shares represent the cash value of the Management Incentive Award under the Issuer's 2015 Management Incentive Plan.
- F5These shares of the Issuer's common stock were surrendered to satisfy Mr. Martin's tax withholding requirements resulting from the grant of his Management Incentive Award.
- F6Each performance right represents a contingent right to receive one share of the Issuer's common stock.