SEC Form 4 · accession 0000908834-16-000767
Spectrum Brands Legacy, Inc. · SPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Maura
Officer — Executive Chairman · 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 | 16,341 | — | A | 298,093 | D | |
| Common StockF2 | Dec 1, 2016 | F | 8,428 | $114.39 | D | 289,665 | D | |
| Common StockF3,F4 | Dec 1, 2016 | M | 16,678 | — | A | 306,343 | D | |
| Common StockF5 | Dec 1, 2016 | F | 8,601 | $114.39 | D | 297,742 | 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 | — | Dec 1, 2016 | M | 16,341 | D | — | — | Common Stock | 16,341 | 16,341 | D |
| Performance RightsF6,F3,F4 | — | Dec 1, 2016 | M | 16,678 | D | — | — | Common Stock | 16,678 | 28,353 | D |
Explanation of responses
- F1Represents shares of the Issuer's common stock issued upon the vesting of performance rights granted on January 20, 2016 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. Maura's S2B Award, settled for 16,341 shares of the Issuer's common stock. An additional 16,341 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. Maura remains employed by the Issuer on such first anniversary (such amount, the "S2B Service Award").
- F2Represents shares of the Issuer's common stock withheld to satisfy Mr. Maura's tax withholding obligation upon the vesting and settling of performance rights of the S2B Performance Award portion of Mr. Maura's S2B Award.
- F3Performance rights granted on January 20, 2016 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. Maura's 2016 EIP Award, settled for 16,678 shares of the Issuer's common stock.
- F4In addition, 16,678 shares, representing the 2016 EIP Service Award portion of Mr. Maura's 2016 EIP Award, will vest on December 1, 2017 if Mr. Maura remains employed by the Issuer on such first anniversary. Mr. Maura also shall be eligible to receive up to 11,675 additional shares, representing the 2016 EIP Additional Award portion of Mr. Maura'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. Maura 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.
- F5Represents shares of the Issuer's common stock withheld to satisfy Mr. Maura's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Performance Award portion of Mr. Maura's 2016 EIP Award.
- F6Each performance right represents a contingent right to receive one share of the Issuer's common stock.