SEC Form 4/A · accession 0000814453-15-000145
NEWELL BRANDS INC. · NWL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael B Polk
Officer — President and CEO
Period of report
Dec 24, 2015
Accepted (ET)
Dec 29, 2015 · 4:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000814453
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 9, 2015 | M | 99,884 | $37.65 | A | 422,122 | D | |
| Common StockF1 | Feb 9, 2015 | F | 47,916 | $37.65 | D | 374,206 | D | |
| Common StockF3 | Feb 9, 2015 | A | 419,513 | $37.65 | A | 793,719 | D | |
| Common StockF4 | Feb 9, 2015 | F | 217,518 | $37.65 | D | 317,226 | D | |
| Common StockF5 | holding | — | — | — | 28,800 | I | Michael B. Polk December 2012 3-year GRAT | |
| Common StockF5 | holding | — | — | — | 75,875 | I | Michael B. Polk December 2012 5-year GRAT | |
| Common StockF5 | holding | — | — | — | 86,144 | I | Michael B. Polk December 2013 3-year GRAT | |
| Common StockF6 | holding | — | — | — | 125,000 | I | Michael B. Polk May 2015 3-year GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | — | Feb 9, 2015 | M | 99,884 | D | Feb 9, 2015 | — | Common Stock | 99,884 | 0 | D |
Explanation of responses
- F1This Amended Form 4 is being filed solely to reflect a tax adjustment to the number of shares withheld. Due to an administrative error 3,387 shares of Newell Rubbermaid Inc. Common Stock were over-withheld in the reported transaction. Upon discovery of the error these shares were credited to the reporting person's account and reflected in the reporting person's total direct ownership.
- F2Acquired on vesting of time-based restricted stock units previously granted on February 8, 2012.
- F3Acquired upon vesting of performance-based restricted stock units previously granted on February 8, 2012.
- F4Reflects the distribution of shares of common stock from GRATs. Also reflects the contribution of 125,000 shares of common stock to a 3-year GRAT established in May 2015. The distributions and contribution qualify as only a change in the form of the Reporting Person's beneficial ownership, and as such, have not been previously reported. Also, reflects the previously reported sale of 150,000 shares on February 10, 2015.
- F5Reflects the distribution of shares of common stock from this GRAT. This distribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and as such, has not been previously reported.
- F6Reflects the contribution of 125,000 shares of common stock to a 3-year GRAT established in May 2015. This contribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and as such, has not been previously reported.
- F7Each restricted stock unit was the economic equivalent of one share of Newell Rubbermaid Inc. common stock.
- F8N/A