SEC Form 4 · accession 0000908834-17-000284
Spectrum Brands Legacy, Inc. · SPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nathan E Fagre
Officer — SVP, GC and Secretary
Period of report
Dec 1, 2017
Accepted (ET)
Dec 20, 2017 · 4:19 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, 2017 | M | 3,677 | — | A | 40,751 | D | |
| Common StockF2 | Dec 1, 2017 | F | 1,824 | $114.21 | D | 38,927 | D | |
| Common StockF3 | Dec 1, 2017 | M | 6,640 | — | A | 45,567 | D | |
| Common StockF4 | Dec 1, 2017 | F | 3,294 | $114.21 | D | 42,273 | D | |
| Common StockF5 | Dec 1, 2017 | M | 2,811 | — | A | 45,084 | D | |
| Common StockF6 | Dec 1, 2017 | F | 1,395 | $114.21 | D | 43,689 | D | |
| Common StockF7,F8 | Dec 1, 2017 | M | 4,018 | — | A | 47,707 | D | |
| Common StockF9 | Dec 1, 2017 | F | 1,993 | $114.21 | D | 45,714 | D | |
| Common StockF10 | Dec 8, 2017 | A | 1,231 | — | A | 46,915 | D | |
| Common StockF11 | Dec 8, 2017 | F | 611 | $114.47 | D | 46,334 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF12,F1 | — | Dec 1, 2017 | M | 3,677 | D | — | — | Common Stock | 3,677 | 0 | D |
| Performance RightsF12,F3,F5 | — | Dec 1, 2017 | M | 9,451 | D | — | — | Common Stock | 9,451 | 0 | D |
| Performance RightsF12,F7,F8 | — | Dec 1, 2017 | A | 8,074 | A | — | — | Common Stock | 8,074 | 8,074 | D |
| Performance RightsF12,F7,F8 | — | Dec 1, 2017 | M | 4,018 | D | — | — | Common Stock | 4,018 | 4,056 | D |
Explanation of responses
- F1The remaining 50% of the performance rights granted on February 2, 2015 under the Spectrum Brands Holdings, Inc. S2B Plan vested on December 1, 2017, and such performance rights representing the S2B Service Award portion of Mr. Fagre's S2B Award, settled for 3,677 shares of the Issuer's common stock.
- F10The shares represent the cash value of the Management Incentive Award under the Issuer's 2017 Management Incentive Plan.
- F11These shares of the Issuer's common stock were surrendered to satisfy Mr. Fagre's tax withholding requirements resulting from the vesting of his Management Incentive Award.
- F12Each 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. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the S2B Service Award portion of Mr. Fagre's S2B Award.
- F3The remaining 50% of the performance rights granted on December 15, 2015 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan (the "2016 EIP Award") vested on December 1, 2017, and such performance rights representing the 2016 EIP Service Award portion of Mr. Fagre's 2016 EIP Award, settled for 6,640 shares of the Issuer's common stock.
- F4Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Service Award portion of Mr. Fagre's 2016 EIP Award.
- F5On December 1, 2017, Mr. Fagre also received, 2,811 additional shares, representing the 2016 EIP Additional Award portion of Mr. Fagre'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 vested on December 1, 2017 since Mr. Fagre remained employed by the Issuer as of such date and the Issuer's 2017 adjusted EBITDA and consolidated free cash flow results were equal to or greater than the comparable results for 2016.
- F6Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Additional Award portion of Mr. Fagre's 2016 EIP Award.
- F7Performance rights granted on December 15, 2016 under the Spectrum Brands Holdings, Inc. 2017 Equity Incentive Plan (the "2017 EIP Award") were earned as of December 1, 2017, and 50% of such performance rights, representing the 2017 EIP Performance Award portion of Mr. Fagre's 2017 EIP Award, settled for 4,018 shares of the Issuer's common stock. In addition, 4,018 shares, representing the 2017 EIP Service Award portion of Mr. Fagre's 2017 EIP Award, will vest on December 1, 2018 if Mr. Fagre remains employed by the Issuer on such first anniversary.
- F8Mr. Fagre also shall be eligible to receive up to 38 additional shares, representing the 2017 EIP Additional Award portion of Mr. Fagre's 2017 EIP Award, based on the Issuer exceeding 2017 consolidated free cash flow targets for the fiscal year ended September 30, 2018. The 2017 EIP Additional Award will vest on December 1, 2018 if Mr. Fagre remains employed by the Issuer as of such date and will be payable if the Issuer's consolidated free cash flow results are equal to or greater than the comparable results for 2017.
- F9Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2017 EIP Performance Award portion of Mr. Fagre's 2017 EIP Award.