SEC Form 4 · accession 0000899243-17-008312
NEWELL BRANDS INC. · NWL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Director
Period of report
Mar 17, 2017
Accepted (ET)
Mar 21, 2017 · 6:11 pm EDT
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 | Mar 17, 2017 | J | 2,653,699 | — | D | 2,047,227 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (obligation to sell)F1,F2 | — | Mar 17, 2017 | J | 2,979,961 | D | Mar 17, 2017 | Mar 17, 2017 | Common Stock | 2,979,961 | 0 | D |
| Put option (right to sell)F1,F2 | — | Mar 17, 2017 | J | 2,979,961 | D | Mar 17, 2017 | Mar 17, 2017 | Common Stock | 2,979,961 | 0 | D |
Explanation of responses
- F1On March 17, 2017, the reporting person settled collar arrangements entered into the second quarter of 2016 pursuant to which he wrote a covered call option and purchased a put option. The collar arrangements obligated the reporting person to deliver to unaffiliated third party purchasers up to 2,979,961 shares of NWL common stock on the expiration date of the contracts. In exchange for assuming this obligation, the reporting person received a cash payment of $182.7 million as of the date of settlement of the contracts. The reporting person pledged 2,979,961 shares of NWL common stock (the "Pledged Shares") to secure his obligation under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. On March 17, 2017, the settlement price of the NWL common stock was $48.51.
- F2(continued from Footnote 1) Accordingly, the reporting person transferred to the purchasers 2,653,699 of the Pledged Shares, and the purchasers returned to the reporting person the remaining 326,262 Pledged Shares.