Newell Brands (NWL) Form 4 NEWELL BRANDS / Michael P McDermott 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^*

McDermott Michael P

(Last) (First) (Middle)

C/O NEWELL BRANDS INC.

6655 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC. [ NWL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Segment CEO - Home & Com.

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024

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	02/16/2024		M		7,114(1)	A	$0	16,088	D
Common Stock	02/16/2024		F		2,437	D	$7.67(2)	13,651	D
Common Stock	02/16/2024		M		8,539	A	$0	22,190	D
Common Stock	02/16/2024		F		2,473	D	$7.67(2)	19,717	D
Common Stock	02/17/2024		M		19,015	A	$0	38,732	D
Common Stock	02/16/2024		F		5,505	D	$7.67(2)	33,227	D
Common Stock								2,621.05(3)	I	By 401(k)

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
Restricted Stock Units	(4)	02/16/2024		M			7,114	(5)	(6)	Common Stock	7,114	$0	0	D
Restricted Stock Units	(4)	02/16/2024		M			8,539	(7)	(8)	Common Stock	8,539	$0	0	D
Restricted Stock Units	(9)	02/17/2024		M			19,015	(7)	(8)	Common Stock	19,015	$0	0	D
Restricted Stock Units	(9)	02/16/2024		A		91,264		(7)	(8)	Common Stock	91,264	$0	91,264	D

Explanation of Responses:

1. The Company's Compensation and Human Capital Committee certified partial achievement of the pre-established performance goals resulting in the vesting of the Reporting Peron's target shares. The terms of the Reporting Person's Performance -Based Restricted Stock Units ("PRSU") provided for the payout of 0% to 200% of the original grant based on the actual achievement of performance metrics related to core sales growth and cumulative free cash flow between January 1, 2021, and December 31, 2023.

2. Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 16, 2024.

3. Represents shares held by the reporting person in the Newell Brands Employee Savings Plan, a 401(k) plan.

4. Each PRSU represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock.

5. Each PRSU represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to core sales growth and cumulative free cash flow over a three (3) year period between January 1, 2021, and December 31, 2023, and certification of such performance by the Company's Compensation and Human Capital Committee following the conclusion of the performance period.

6. If and to the extent the relevant performance criteria are not met, the performance-based restricted stock unit grant expires on the third anniversary of the grant date with a payout of 0%.

7. The restricted stock unit represents a contingent right to receive one share of the Company's common stock.

8. N/A

9. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Remarks:

	/s/ Bradford R. Turner, Attorney in Fact for Michael McDermott	02/21/2024
	** 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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