Tupperware Brands (TUPBQ) Form 4 TUPPERWARE BRANDS / STEIN OVE FENNE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FENNE STEIN OVE

(Last) (First) (Middle)

C/O TUPPERWARE BRANDS CORPORATION

14901 S ORANGE BLOSSOM TRAIL

(Street)

ORLANDO FL 32837

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TUPPERWARE BRANDS CORP [ TUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group President

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/01/2018(1)		A		2,692	A	$0	18,867	D
Common Stock	11/02/2018		F(2)		173	D	$38.41	18,694	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$37.16	11/01/2018		A		17,065		11/01/2019(3)	10/31/2028	Common Stock	17,065	$0	17,065	D

Explanation of Responses:

1. Restricted Stock Unit award vests in three equal annual installments beginning on November 1, 2019.

2. Shares were withheld by the issuer upon the one-third vesting of the reporting person's November 2, 2017 restricted stock unit award to cover the resulting tax liability. On November 2, 2017, the reporting person was granted 2,126 restricted stock units, with a vesting schedule of three equal annual installments beginning on the first anniversary of the grant date.

3. The option vests in three equal annual installments beginning on November 1, 2019.

	/s/ Susan C. Chiono, attorney-in-fact for Mr. Fenne	11/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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