SEC Form 4 · accession 0000908834-15-000452
Spectrum Brands Legacy, Inc. · SPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andreas Rouve
Officer — CEO & President · Director
Period of report
Dec 15, 2015
Accepted (ET)
Dec 17, 2015 · 5:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487730
Table I — non-derivative securities
No Table I lines on this filing.
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,F4 | — | Dec 15, 2015 | A | 41,373 | A | — | — | Common Stock | 41,373 | 41,373 | D |
| Performance RightsF1,F5 | — | holding | — | — | — | — | — | Common Stock | 11,380 | 11,380 | D |
| Performance RightsF1,F6 | — | holding | — | — | — | — | — | Common Stock | 6,434 | 6,434 | 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, 2015 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan ("2016 EIP Award"). Fifty percent of the 2016 EIP Award shall be payable if the Issuer achieves adjusted EBITDA of at least the adjusted EBITDA target set by the Compensation Committee for the fiscal year ending September 30, 2016 ("2016 Adjusted EBITDA") and fifty percent shall be payable if the Issuer achieves adjusted free cash flow of at least the adjusted free cash flow target set by the Compensation Committee for the fiscal year ending September 30, 2016 ("2016 FCF"), as determined within 74 days following the end of said fiscal year (such date, the "2016 EIP Award Date").
- F3If the Issuer does not achieve these targets but exceeds the actual results achieved in the 2015 fiscal year for these targets, Mr. Rouve would receive a reduced award. On such date (the "2016 EIP Performance Vesting Date"), one-half of any performance rights that have been earned will vest (such amount, the "2016 EIP Performance Award"). In addition, an amount equal to the 2016 EIP Performance Award will vest on the first anniversary of the 2016 EIP Performance Vesting Date (such date, the "2016 EIP Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2016 EIP Service Award").
- F4Mr. Rouve shall also be eligible to receive up to 10,726 additional shares (the "2016 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2016 adjusted EBITDA and 2016 FCF targets for the fiscal year ended September 30, 2016. The 2016 EIP Additional Award will vest on the 2016 EIP Service Vesting Date if Mr. Rouve remains employed by the Issuer as of such date and if the Issuer's 2017 adjusted EBITDA and adjusted free cash flow results are equal to or greater than the comparable results for 2016. The 2016 EIP Performance Award, the 2016 EIP Service Award, and the 2016 EIP Additional Award together constitute the 2016 EIP Award.
- F5Represent the 2015 EIP Service Award portion of 10,339 shares of Mr. Rouve's 2015 EIP Award granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan that will vest on December 1, 2016, if Mr. Rouve remains employed by the Issuer on such date, and the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award of up to 1,041 additional shares that will also 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 adjusted free cash flow results are equal to or greater than the comparable results for 2015.
- F6Represent the 2015 EIP Service Award portion of 5,393 shares of Mr. Rouve's 2015 EIP Award granted on April 1, 2015 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan that will vest on December 1, 2016, if Mr. Rouve remains employed by the Issuer on such date, and the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award of up to 521 additional shares that will also 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 adjusted free cash flow results are equal to or greater than the comparable results for 2015.