0000908834-15-000155.txt : 20150319 0000908834-15-000155.hdr.sgml : 20150319 20150319181550 ACCESSION NUMBER: 0000908834-15-000155 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141215 FILED AS OF DATE: 20150319 DATE AS OF CHANGE: 20150319 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: Rouve Andreas CENTRAL INDEX KEY: 0001588034 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 15714009 MAIL ADDRESS: STREET 1: ORANIENSTRASSE 82 A CITY: BAD SODEN STATE: 2M ZIP: 65812 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-12-15 0001487730 Spectrum Brands Holdings, Inc. SPB 0001588034 Rouve Andreas C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON WI 53562 0 1 0 0 President, International & COO Performance Rights 2014-12-15 4 A 0 28898 0 A Common Stock 28898 28898 D Performance Rights Common Stock 2311 2311 D Performance Rights Common Stock 3006 3006 D Performance Rights Common Stock 10740 10740 D Each performance right represents a contingent right to receive one share of the Issuer's common stock. Represent performance rights granted on December 15, 2014 under the Spectrum Brands Holdings, Inc. 2015 Equity Incentive Plan ("2015 EIP Award"). Fifty percent of the 2015 EIP Award shall be payable if the Issuer achieves adjusted EBITDA of at least $760 million for the fiscal year ending September 30, 2015 ("2015 Adjusted EBITDA") and fifty percent shall be payable if the Issuer achieves free cash flow of at least $400 million for the fiscal year ending September 30, 2015 ("2015 FCF"), as determined within 74 days following the end of said fiscal year (such date, the "2015 EIP Award Date"). If the Issuer does not achieve these targets but exceeds the actual results achieved in the 2014 fiscal year for these targets, Mr. Rouve would receive a reduced award. On such date (the "2015 EIP Performance Vesting Date"), one-half of any performance rights that have been earned will vest (such amount, the "2015 EIP Performance Award"). In addition, an amount equal to the 2015 EIP Performance Award will vest on the first anniversary of the 2015 EIP Performance Vesting Date (such date, the "2015 EIP Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2015 EIP Service Award"). Mr. Rouve shall also be eligible to receive up to 7,492 additional shares (the "2015 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2015 adjusted EBITDA and 2015 FCF targets for the fiscal year ended September 30, 2015. The 2015 EIP Additional Award will vest on the 2015 EIP Service Vesting Date if Mr. Rouve remains employed by the Issue as of such date and if the Issuer's 2016 adjusted EBITDA and free cash flow results are equal to or greater than the comparable results for 2015. The 2015 EIP Performance Award, the 2015 EIP Service Award, and the 2015 EIP Additional Award together constitute the 2015 EIP Award. Represent performance rights granted on February 4, 2013 under the Spectrum Brands Holdings, Inc. 2013 Spectrum 750 Plan. 50% of the performance rights vested on December 1, 2014 (the "SPB750 Performance Vesting Date"), and such performance rights, representing the SPB750 Performance Award portion of Mr. Rouve's SPB750 Award, settled for 2,311 shares of the Issuer's common stock. An additional 2,311 shares will vest on December 1, 2015, the first anniversary of the SPB750 Performance Vesting Date (such date, the "SPB750 Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "SPB750 Service Award"). Represent performance rights granted on November 29, 2013 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan. 50% of the performance rights vested on December 1, 2014 (the "2014 EIP Performance Vesting Date"), and such performance rights, representing the 2014 EIP Performance Award portion of Mr. Rouve's 2014 EIP Award, settled for 2,577 shares of the Issuer's common stock. An additional 2,578 shares will vest on December 1, 2015, the first anniversary of the 2014 EIP Performance Vesting Date (such date, the "2014 EIP Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award"). Mr. Rouve shall also be eligible to receive up to 428 additional shares (the "2014 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2014 adjusted EBITDA and consolidated cash flow targets for the 2014 EIP Performance Award for the fiscal year ended September 30, 2014. The 2014 EIP Additional Award will vest on the 2014 EIP Service Vesting Date if Mr. Rouve remains employed by the Issue as of such date and if the Issuer's 2015 adjusted EBITDA and consolidated cash flow results are equal to or greater than the comparable results for 2014. The 2014 EIP Performance Award, the 2014 EIP Service Award, and the 2014 EIP Additional Award together constitute the 2014 EIP Award. Represent performance rights granted on November 29, 2013 under the Spectrum Brands Holdings, Inc. 2014 Equity Incentive Plan. 50% of the performance rights vested on December 1, 2014 (the "2014 EIP Performance Vesting Date"), and such performance rights, representing the 2014 EIP Performance Award portion of Mr. Rouve's 2014 EIP Award, settled for 9,209 shares of the Issuer's common stock. An additional 9,210 shares will vest on December 1, 2015, the first anniversary of the 2014 EIP Performance Vesting Date (such date, the "2014 EIP Service Vesting Date"), if Mr. Rouve remains employed by the Issuer on such first anniversary (such amount, the "2014 EIP Service Award"). Mr. Rouve shall also be eligible to receive up to 1,530 additional shares (the "2014 EIP Additional Award") based on the Issuer exceeding by a certain percentage the 2014 adjusted EBITDA and consolidated cash flow targets for the 2014 EIP Performance Award for the fiscal year ended September 30, 2014. The 2014 EIP Additional Award will vest on the 2014 EIP Service Vesting Date if Mr. Rouve remains employed by the Issue as of such date and if the Issuer's 2015 adjusted EBITDA and consolidated cash flow results are equal to or greater than the comparable results for 2014. The 2014 EIP Performance Award, the 2014 EIP Service Award, and the 2014 EIP Additional Award together constitute the 2014 EIP Award. /s/ Nathan E. Fagre, attorney-in-fact 2015-03-19