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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Spectrum Brands Legacy, Inc. [ SPB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/12/2013 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/12/2013 | P | 33.6804(1) | A | $61.92 | 22,054.6804 | D | |||
| Common Stock | 09/18/2013 | P | 31.1343(1) | A | $67.25 | 22,085.8147 | D | |||
| Common Stock | 12/20/2013 | P | 40.75(1) | A | $70.23 | 22,126.5647 | D | |||
| Common Stock | 03/19/2014 | P | 44.766(1) | A | $79.79 | 22,171.3307 | D | |||
| Common Stock | 06/18/2014 | P | 44.8138(1) | A | $80 | 22,216.1445 | D | |||
| Common Stock | 09/17/2014 | P | 41.5897(1) | A | $86.52 | 22,257.7342 | D | |||
| Common Stock | 12/19/2014 | P | 45.3721(1) | A | $95.6 | 22,303.1063 | D | |||
| Common Stock | 03/11/2015 | P | 51.8648(1) | A | $92.28 | 22,354.9711 | D | |||
| Common Stock | 06/17/2015 | P | 48.0149(1) | A | $100.03 | 22,402.986 | D | |||
| Common Stock | 09/16/2015 | P | 49.5276(1) | A | $97.29 | 22,452.5136 | D | |||
| Common Stock | 12/18/2015 | P | 57.6844(1) | A | $98.66 | 22,510.198 | D | |||
| Common Stock | 03/09/2016 | P | 66.6636(1) | A | $98.63 | 22,576.8616 | D | |||
| Common Stock | 06/15/2016 | P | 55.0264(1) | A | $113.82 | 22,631.888 | D | |||
| Common Stock | 09/14/2016 | P | 47.947(1) | A | $124.81 | 22,679.835 | D | |||
| Common Stock | 12/16/2016 | P | 57.4621(1) | A | $121.73 | 22,737.2971 | D | |||
| Common Stock | 03/08/2017 | P | 56.4076(1) | A | $137.48 | 22,793.7047 | D | |||
| Common Stock | 06/14/2017 | P | 58.7483(1) | A | $132.4 | 22,852.453 | D | |||
| Common Stock | 09/13/2017 | P | 73.36(1) | A | $106.36 | 22,925.813 | D | |||
| Common Stock | 12/20/2017 | P | 78.4913(1) | A | $109.17 | 23,004.3043 | D | |||
| Common Stock | 03/13/2018 | P | 90.4169(1) | A | $95.13 | 23,094.7212 | D | |||
| Common Stock | 06/05/2018 | P | 107.2207 | A | $80.57 | 23,201.9419 | D | |||
| Common Stock | 07/13/2018 | D | 23,201.9419(2)(3) | D | (2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. These shares were acquired pursuant to a stock dividend reinvestment plan. |
| 2. Pursuant to the terms of the Agreement and Plan of Merger dated February 24, 2018, and amended June 8, 2018, by and among Spectrum Brands Holdings, Inc. ("Spectrum") and HRG Group, Inc. ("HRG") (the "Merger Agreement"), each share of common stock of Spectrum was converted into one share of common stock of HRG as of July 13, 2018, which was the closing date of the merger. |
| 3. Reporting Person was awarded 2,313 restricted stock units under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan which are scheduled to vest in full on October 1, 2018. Pursuant to the Merger Agreement, these restricted stock units were assumed by HRG in the Merger, and were automatically converted into an equal number of restricted stock units of HRG common stock. |
| Remarks: |
| /s/ Nathan E. Fagre, attorney-in-fact | 07/17/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||