Spectrum Brands Form 4 Spectrum Brands / Andreas Rouve 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^*

Rouve Andreas

(Last) (First) (Middle)

C/O SPECTRUM BRANDS HOLDINGS, INC.

3001 DEMING WAY

(Street)

MIDDLETON WI 53562

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [ SPB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015

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

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
Performance Rights(1)	(2)(3)(4)	12/15/2015		A		41,373		(2)(3)(4)	(2)(3)(4)	Common Stock	41,373	$0(2)(3)(4)	41,373	D
Performance Rights(1)	(5)							(5)	(5)	Common Stock	11,380		11,380	D
Performance Rights(1)	(6)							(6)	(6)	Common Stock	6,434		6,434	D

Explanation of Responses:

1. Each performance right represents a contingent right to receive one share of the Issuer's common stock.

2. Represent performance rights granted on December 15, 2015 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan ("2016 EIP Award"). Fifty percent of the 2016 EIP Award shall be payable if the Issuer achieves adjusted EBITDA of at least the adjusted EBITDA target set by the Compensation Committee for the fiscal year ending September 30, 2016 ("2016 Adjusted EBITDA") and fifty percent shall be payable if the Issuer achieves adjusted free cash flow of at least the adjusted free cash flow target set by the Compensation Committee for the fiscal year ending September 30, 2016 ("2016 FCF"), as determined within 74 days following the end of said fiscal year (such date, the "2016 EIP Award Date").

3. If the Issuer does not achieve these targets but exceeds the actual results achieved in the 2015 fiscal year for these targets, Mr. Rouve would receive a reduced award. On such date (the "2016 EIP Performance Vesting Date"), one-half of any performance rights that have been earned will vest (such amount, the "2016 EIP Performance Award"). In addition, an amount equal to the 2016 EIP Performance Award will vest on the first anniversary of the 2016 EIP Performance Vesting Date (such date, the "2016 EIP Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2016 EIP Service Award").

4. Mr. Rouve shall also be eligible to receive up to 10,726 additional shares (the "2016 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2016 adjusted EBITDA and 2016 FCF targets for the fiscal year ended September 30, 2016. The 2016 EIP Additional Award will vest on the 2016 EIP Service Vesting Date if Mr. Rouve remains employed by the Issuer as of such date and if the Issuer's 2017 adjusted EBITDA and adjusted free cash flow results are equal to or greater than the comparable results for 2016. The 2016 EIP Performance Award, the 2016 EIP Service Award, and the 2016 EIP Additional Award together constitute the 2016 EIP Award.

5. Represent the 2015 EIP Service Award portion of 10,339 shares of Mr. Rouve's 2015 EIP Award granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan that will vest on December 1, 2016, if Mr. Rouve remains employed by the Issuer on such date, and the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award of up to 1,041 additional shares that will also vest on December 1, 2016 if Mr. Rouve remains employed by the Issuer as of such date and if the Issuer's 2016 adjusted EBITDA and adjusted free cash flow results are equal to or greater than the comparable results for 2015.

6. Represent the 2015 EIP Service Award portion of 5,393 shares of Mr. Rouve's 2015 EIP Award granted on April 1, 2015 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan that will vest on December 1, 2016, if Mr. Rouve remains employed by the Issuer on such date, and the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award of up to 521 additional shares that will also vest on December 1, 2016 if Mr. Rouve remains employed by the Issuer as of such date and if the Issuer's 2016 adjusted EBITDA and adjusted free cash flow results are equal to or greater than the comparable results for 2015.

Remarks:

	/s/ Nathan E. Fagre, attorney-in-fact	12/17/2015
	** 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).
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