SEC Form 4 · accession 0000908834-15-000427
Spectrum Brands Legacy, Inc. · SPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andreas Rouve
Officer — President, International & COO · Director
Period of report
Dec 1, 2015
Accepted (ET)
Dec 4, 2015 · 10:03 am 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 | Dec 1, 2015 | M | 9,210 | — | A | 66,791 | D | |
| Common StockF2 | Dec 1, 2015 | S | 4,582 | $95.25 | D | 62,209 | D | |
| Common StockF3 | Dec 1, 2015 | M | 1,530 | — | A | 63,739 | D | |
| Common StockF4 | Dec 1, 2015 | S | 762 | $95.25 | D | 62,977 | D | |
| Common StockF5 | Dec 1, 2015 | M | 2,578 | — | A | 65,555 | D | |
| Common StockF6 | Dec 1, 2015 | S | 1,283 | $95.25 | D | 64,272 | D | |
| Common StockF7 | Dec 1, 2015 | M | 428 | — | A | 64,700 | D | |
| Common StockF8 | Dec 1, 2015 | S | 213 | $95.25 | D | 64,487 | D | |
| Common StockF9 | Dec 1, 2015 | M | 2,311 | — | A | 66,798 | D | |
| Common StockF10 | Dec 1, 2015 | S | 1,150 | $95.25 | D | 65,648 | D | |
| Common StockF11,F12 | Dec 1, 2015 | M | 10,339 | — | A | 75,987 | D | |
| Common StockF13 | Dec 1, 2015 | S | 5,144 | $95.25 | D | 70,843 | D | |
| Common StockF14,F15 | Dec 1, 2015 | M | 5,393 | — | A | 76,236 | D | |
| Common StockF16 | Dec 1, 2015 | S | 2,684 | $95.25 | D | 73,552 | D | |
| Common StockF17 | Dec 1, 2015 | A | 7,046 | — | A | 80,598 | D | |
| Common StockF18 | Dec 1, 2015 | S | 3,506 | $95.25 | D | 77,092 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF19,F1,F3 | — | Dec 1, 2015 | M | 10,740 | D | — | — | Common Stock | 10,740 | 0 | D |
| Performance RightsF19,F5,F7 | — | Dec 1, 2015 | M | 3,006 | D | — | — | Common Stock | 3,006 | 0 | D |
| Performance RightsF19,F9 | — | Dec 1, 2015 | M | 2,311 | D | — | — | Common Stock | 2,311 | 0 | D |
| Performance RightsF19,F11,F12 | — | Dec 1, 2015 | M | 10,339 | D | — | — | Common Stock | 10,339 | 17,831 | D |
| Performance RightsF19,F14,F15 | — | Dec 1, 2015 | M | 5,393 | D | — | — | Common Stock | 5,393 | 9,301 | D |
Explanation of responses
- F1The remaining 50 percent of the performance rights granted on November 29, 2013 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan vested on December 1, 2015, and such performance rights, representing the 2014 EIP Service Award portion of Mr. Rouve's 2014 EIP Award, settled for 9,210 shares of the Issuer's common stock.
- F10These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of the SPB750 Service Award portion of Mr. Rouve's SPB750 Service Award.
- F1196.6 percent 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. Rouve's 2015 EIP Award, settled for 10,339 shares of the Issuer's common stock.
- F12In addition, 10,339 shares, representing the 2015 EIP Service Award portion of Mr. Rouve's 2015 EIP Award, will vest on December 1, 2016, if Mr. Rouve remains employed by the Issuer on such first anniversary. Mr. Rouve shall also be eligible to receive up to 7,492 additional shares, representing the 2015 EIP Additional Award portion of Mr. Rouve'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. Rouve 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.
- F13These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Performance Award portion of Mr. Rouve's 2015 EIP Award.
- F1496.6 percent of the performance rights granted on April 1, 2015 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. Rouve's 2015 EIP Award, settled for 5,393 shares of the Issuer's common stock.
- F15In addition, 6,720 shares, representing the 2015 EIP Service Award portion of Mr. Rouve's 2015 EIP Award, will vest on December 1, 2016, if Mr. Rouve remains employed by the Issuer on such first anniversary. Mr. Rouve shall also be eligible to receive up to 3,908 additional shares, representing the 2015 EIP Additional Award portion of Mr. Rouve'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. Rouve 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.
- F16These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Performance Award portion of Mr. Rouve's 2015 EIP Award.
- F17The shares represent the cash value of the Management Incentive Award under the Issuer's 2015 Management Incentive Plan.
- F18These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding requirements resulting from the grant of his Management Incentive Award.
- F19Each performance right represents a contingent right to receive one share of the Issuer's common stock.
- F2These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2014 EIP Service Award portion of Mr. Rouve's 2014 EIP Award.
- F3Mr. Rouve also received 1,530 additional shares, representing the 2014 EIP Additional Award portion of Mr. Rouve's 2014 EIP Award, as the Issuer exceeded by a certain percentage the 2014 adjusted EBITDA and consolidated cash flow targets for the 2014 EIP Performance Award for the fiscal year ended September 30, 2014, and the Issuer's 2015 adjusted EBITDA and consolidated cash flow results for the fiscal year ended September 30, 2015 were greater than the comparable results for 2014.
- F4These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2014 EIP Additional Award portion of Mr. Rouve's 2014 EIP Award.
- F5The remaining 50 percent of the performance rights granted on February 10, 2014 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan vested on December 1, 2015, and such performance rights, representing the 2014 EIP Service Award portion of Mr. Rouve's 2014 EIP Award, settled for 2,578 shares of the Issuer's common stock.
- F6These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2014 EIP Service Award portion of Mr. Rouve's 2014 EIP Award.
- F7Mr. Rouve also received 428 additional shares, representing the 2014 EIP Additional Award portion of Mr. Rouve's 2014 EIP Award, as the Issuer exceeded by a certain percentage the 2014 adjusted EBITDA and consolidated cash flow targets for the 2014 EIP Performance Award for the fiscal year ended September 30, 2014, and the Issuer's 2015 adjusted EBITDA and consolidated cash flow results for the fiscal year ended September 30, 2015 were greater than the comparable results for 2014.
- F8These shares of the Issuer's common stock were sold in a private sale to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2014 EIP Additional Award portion of Mr. Rouve's 2014 EIP Award.
- F9The remaining 50 percent of the performance rights granted on December 1, 2014 under the Spectrum Brands Holdings, Inc. 2013 Spectrum 750 Plan vested on December 1, 2015, and such performance rights, representing the SPB750 Service Award portion of Mr. Rouve's SPB750 Service Award, settled for 2,311 shares of the Issuer's common stock.