SEC Form 4 · accession 0000908834-16-000768
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, 2016
Accepted (ET)
Dec 5, 2016 · 4:16 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 | 7,755 | — | A | 32,179 | D | |
| Common StockF2 | Dec 1, 2016 | F | 4,719 | $114.39 | D | 27,460 | D | |
| Common StockF3 | Dec 1, 2016 | M | 770 | — | A | 28,230 | D | |
| Common StockF4 | Dec 1, 2016 | F | 469 | $114.39 | D | 27,761 | D | |
| Common StockF5 | Dec 1, 2016 | M | 10,312 | — | A | 38,073 | D | |
| Common StockF6 | Dec 1, 2016 | F | 6,275 | $114.39 | D | 31,798 | D | |
| Common StockF7,F8 | Dec 1, 2016 | M | 7,661 | — | A | 39,459 | D | |
| Common StockF9 | Dec 1, 2016 | F | 4,662 | $114.39 | D | 34,797 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF10,F1,F3 | — | Dec 1, 2016 | M | 8,525 | D | — | — | Common Stock | 8,525 | 0 | D |
| Performance RightsF10,F5 | — | Dec 1, 2016 | M | 10,312 | D | — | — | Common Stock | 10,312 | 10,313 | D |
| Performance RightsF10,F7,F8 | — | Dec 1, 2016 | M | 7,661 | D | — | — | Common Stock | 7,661 | 13,025 | 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. Martin's 2015 EIP Award, settled for 7,755 shares of the Issuer's common stock.
- F10Each 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. Martin's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Service Award portion of Mr. Martin's 2015 EIP Award.
- F3Mr. Martin also received 770 additional shares, representing the 2015 EIP Additional Award portion of Mr. Martin's 2015 EIP Award, 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.
- F4Represents shares of the Issuer's common stock withheld to satisfy Mr. Martin's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Additional Award portion of Mr. Martin's 2015 EIP Award.
- F5Represents 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. Martin's S2B Award, settled for 10,312 shares of the Issuer's common stock. An additional 10,313 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. Martin remains employed by the Issuer on such first anniversary (such amount, the "S2B Service Award").
- F6Represents shares of the Issuer's common stock withheld to satisfy Mr. Martin's tax withholding obligation upon the vesting and settling of performance rights of the S2B Performance Award portion of Mr. Martin's S2B Award.
- F7Performance 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. Martin's 2016 EIP Award, settled for 7,661 shares of the Issuer's common stock.
- F8In addition, 7,662 shares, representing the 2016 EIP Service Award portion of Mr. Martin's 2016 EIP Award, will vest on December 1, 2017 if Mr. Martin remains employed by the Issuer on such first anniversary. Mr. Martin also shall be eligible to receive up to 5,363 additional shares, representing the 2016 EIP Additional Award portion of Mr. Martin'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. Martin 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.
- F9Represents shares of the Issuer's common stock withheld to satisfy Mr. Martin's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Performance Award portion of Mr. Martin's 2016 EIP Award.