0000908834-16-000769.txt : 20161205
0000908834-16-000769.hdr.sgml : 20161205
20161205161639
ACCESSION NUMBER: 0000908834-16-000769
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161201
FILED AS OF DATE: 20161205
DATE AS OF CHANGE: 20161205
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Spectrum Brands Holdings, Inc.
CENTRAL INDEX KEY: 0001487730
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
IRS NUMBER: 272166630
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 3001 DEMING WAY
CITY: MIDDLETON
STATE: WI
ZIP: 53562
BUSINESS PHONE: 608-275-3340
MAIL ADDRESS:
STREET 1: P.O. BOX 620992
CITY: MIDDLETON
STATE: WI
ZIP: 53562-0992
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FAGRE NATHAN E
CENTRAL INDEX KEY: 0001128172
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34757
FILM NUMBER: 162033983
MAIL ADDRESS:
STREET 1: 19 FULTON STREET 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 100382100
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2016-12-01
0001487730
Spectrum Brands Holdings, Inc.
SPB
0001128172
FAGRE NATHAN E
C/O SPECTRUM BRANDS HOLDINGS, INC.
3001 DEMING WAY
MIDDLETON
WI
53562
0
1
0
0
SVP, GC and Secretary
Common Stock
2016-12-01
4
M
0
6720
A
34874
D
Common Stock
2016-12-01
4
F
0
3334
114.39
D
31540
D
Common Stock
2016-12-01
4
M
0
667
A
32207
D
Common Stock
2016-12-01
4
F
0
331
114.39
D
31876
D
Common Stock
2016-12-01
4
M
0
3676
A
35552
D
Common Stock
2016-12-01
4
F
0
1824
114.39
D
33728
D
Common Stock
2016-12-01
4
M
0
6640
A
40368
D
Common Stock
2016-12-01
4
F
0
3294
114.39
D
37074
D
Performance Rights
2016-12-01
4
M
0
7387
D
Common Stock
7387
0
D
Performance Rights
2016-12-01
4
M
0
3676
D
Common Stock
3676
3677
D
Performance Rights
2016-12-01
4
M
0
6640
D
Common Stock
6640
11288
D
The remaining 50% of the performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan vested on December 1, 2016, and such performance rights, representing the 2015 EIP Service Award portion of Mr. Fagre's 2015 EIP Award, settled for 6,720 shares of the Issuer's common stock.
Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Service Award portion of Mr. Fagre's 2015 EIP Award.
Mr. Fagre also received 667 additional shares, representing the 2015 EIP Additional Award portion of Mr. Fagre's 2015 EIP Award, as the Issuer exceeded by a certain percentage the 2015 consolidated cash flow target for the 2015 EIP Performance Award for the fiscal year ended September 30, 2015, and the Issuer's consolidated cash flow results for the fiscal year ended September 30, 2016 were greater than the comparable results for 2015.
Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Additional Award portion of Mr. Fagre's 2015 EIP Award.
Represents shares of the Issuer's common stock issued upon the vesting of performance rights granted on February 2, 2015 under the Spectrum Brands Holdings, Inc. S2B Plan. 50% of the performance rights vested on December 1, 2016 (the "S2B Performance Vesting Date"), and such performance rights representing the S2B Performance Award portion of Mr. Fagre's S2B Award, settled for 3,676 shares of the Issuer's common stock. An additional 3,677 shares will vest on December 1, 2017, the first anniversary of the S2B Performance Vesting Date (such date, the "S2B Service Vesting Date"), if Mr. Fagre remains employed by the Issuer on such first anniversary (such amount, the "S2B Service Award").
Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the S2B Performance Award portion of Mr. Fagre's S2B Award.
Performance rights granted on December 15, 2015 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan (the "2016 EIP Award") were earned as of December 1, 2016, and 50% of such performance rights, representing the 2016 EIP Performance Award portion of Mr. Fagre's 2016 EIP Award, settled for 6,640 shares of the Issuer's common stock.
In addition, 6,640 shares, representing the 2016 EIP Service Award portion of Mr. Fagre's 2016 EIP Award, will vest on December 1, 2017 if Mr. Fagre remains employed by the Issuer on such first anniversary. Mr. Fagre also shall be eligible to receive up to 4,648 additional shares, representing the 2016 EIP Additional Award portion of Mr. Fagre's 2016 EIP Award, based on the Issuer exceeding by a certain percentage the 2016 adjusted EBITDA and 2016 consolidated free cash flow targets for the fiscal year ended September 30, 2016. The 2016 EIP Additional Award will vest on December 1, 2017 if Mr. Fagre remains employed by the Issuer as of such date and if the Issuer's 2017 adjusted EBITDA and consolidated free cash flow results are equal to or greater than the comparable results for 2016.
Represents shares of the Issuer's common stock withheld to satisfy Mr. Fagre's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Performance Award portion of Mr. Fagre's 2016 EIP Award.
Each performance right represents a contingent right to receive one share of the Issuer's common stock.
/s/ Nathan E. Fagre
2016-12-05