SEC Form 4 · accession 0000908834-16-000766
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 1, 2016
Accepted (ET)
Dec 5, 2016 · 4:15 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 | Dec 1, 2016 | M | 10,339 | — | A | 94,142 | D | |
| Common StockF2 | Dec 1, 2016 | F | 5,036 | $114.39 | D | 89,106 | D | |
| Common StockF3 | Dec 1, 2016 | M | 5,393 | — | A | 94,499 | D | |
| Common StockF2 | Dec 1, 2016 | F | 2,627 | $114.39 | D | 91,872 | D | |
| Common StockF4 | Dec 1, 2016 | M | 1,026 | — | A | 92,898 | D | |
| Common StockF5 | Dec 1, 2016 | F | 500 | $114.39 | D | 92,398 | D | |
| Common StockF6 | Dec 1, 2016 | M | 535 | — | A | 92,933 | D | |
| Common StockF5 | Dec 1, 2016 | F | 261 | $114.39 | D | 92,672 | D | |
| Common StockF7 | Dec 1, 2016 | M | 10,893 | — | A | 103,565 | D | |
| Common StockF8 | Dec 1, 2016 | F | 5,305 | $114.39 | D | 98,260 | D | |
| Common StockF9 | Dec 1, 2016 | M | 5,447 | — | A | 103,707 | D | |
| Common StockF8 | Dec 1, 2016 | F | 2,653 | $114.39 | D | 101,054 | D | |
| Common StockF10,F11 | Dec 1, 2016 | M | 15,323 | — | A | 116,377 | D | |
| Common StockF12 | Dec 1, 2016 | F | 7,463 | $114.39 | D | 108,914 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF13,F1,F3,F4,F6 | — | Dec 1, 2016 | M | 17,293 | D | — | — | Common Stock | 17,293 | 0 | D |
| Performance RightsF13,F7,F9 | — | Dec 1, 2016 | M | 16,340 | D | — | — | Common Stock | 16,340 | 16,343 | D |
| Performance RightsF13,F10,F11 | — | Dec 1, 2016 | M | 15,323 | D | — | — | Common Stock | 15,323 | 26,050 | D |
Explanation of responses
- F1The remaining 50% of the performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan vested on December 1, 2016, and such performance rights, representing the 2015 EIP Service Award portion of Mr. Rouve's 2015 EIP Award granted on December 15, 2014, settled for 10,339 shares of the Issuer's common stock.
- F10Performance rights granted on December 15, 2015 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan (the "2016 EIP Award") were earned as of December 1, 2016, and 50% of such performance rights, representing the 2016 EIP Performance Award portion of Mr. Rouve's 2016 EIP Award, settled for 15,323 shares of the Issuer's common stock.
- F11In addition, 15,324 shares, representing the 2016 EIP Service Award portion of Mr. Rouve's 2016 EIP Award, will vest on December 1, 2017 if Mr. Rouve remains employed by the Issuer on such first anniversary. Mr. Rouve also shall be eligible to receive up to 10,726 additional shares, representing the 2016 EIP Additional Award portion of Mr. Rouve's 2016 EIP Award, based on the Issuer exceeding by a certain percentage the 2016 adjusted EBITDA and 2016 consolidated free cash flow targets for the fiscal year ended September 30, 2016. The 2016 EIP Additional Award will vest on December 1, 2017 if Mr. Rouve remains employed by the Issuer as of such date and if the Issuer's 2017 adjusted EBITDA and consolidated free cash flow results are equal to or greater than the comparable results for 2016.
- F12Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Performance Award portion of Mr. Rouve's 2016 EIP Award.
- F13Each performance right represents a contingent right to receive one share of the Issuer's common stock.
- F2Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Service Award portion of Mr. Rouve's 2015 EIP Award.
- F3The remaining 50% of the performance rights granted on April 1, 2015 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan vested on December 1, 2016, and such performance rights, representing the 2015 EIP Service Award portion of Mr. Rouve's 2015 EIP Award granted on April 1, 2015, settled for 5,393 shares of the Issuer's common stock.
- F4Mr. Rouve also received 1,026 additional shares, representing the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award granted on December 15, 2014, as the Issuer exceeded by a certain percentage the 2015 consolidated cash flow target for the 2015 EIP Performance Award for the fiscal year ended September 30, 2015, and the Issuer's consolidated cash flow results for the fiscal year ended September 30, 2016 were greater than the comparable results for 2015.
- F5Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award.
- F6Mr. Rouve also received 535 additional shares, representing the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award granted on April 1, 2015, as the Issuer exceeded by a certain percentage the 2015 consolidated cash flow target for the 2015 EIP Performance Award for the fiscal year ended September 30, 2015, and the Issuer's consolidated cash flow results for the fiscal year ended September 30, 2016 were greater than the comparable results for 2015.
- F7Represents shares of the Issuer's common stock issued upon the vesting of performance rights granted on February 2, 2015 under the Spectrum Brands Holdings, Inc. S2B Plan. 50% of the performance rights vested on December 1, 2016 (the "S2B Performance Vesting Date"), and such performance rights representing the S2B Performance Award portion of Mr. Rouve's S2B Award granted on February 2, 2015, settled for 10,893 shares of the Issuer's common stock. An additional 10,895 shares will vest on December 1, 2017, the first anniversary of the S2B Performance Vesting Date (such date, the "S2B Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "S2B Service Award").
- F8Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the S2B Performance Award portion of Mr. Rouve's S2B Award.
- F9Represents shares of the Issuer's common stock issued upon the vesting of performance rights granted on April 1, 2015 under the Spectrum Brands Holdings, Inc. S2B Plan. 50% of the performance rights vested on the S2B Performance Vesting Date, and such performance rights representing the S2B Performance Award portion of Mr. Rouve's S2B Award granted on April 1, 2015, settled for 5,447 shares of the Issuer's common stock. An additional 5,448 shares will vest on the S2B Service Vesting Date if Mr. Rouve remains employed by the Issuer on such first anniversary.