0000908834-16-000766.txt : 20161205
0000908834-16-000766.hdr.sgml : 20161205
20161205161525
ACCESSION NUMBER: 0000908834-16-000766
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: Rouve Andreas
CENTRAL INDEX KEY: 0001588034
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34757
FILM NUMBER: 162033965
MAIL ADDRESS:
STREET 1: ORANIENSTRASSE 82 A
CITY: BAD SODEN
STATE: 2M
ZIP: 65812
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2016-12-01
0001487730
Spectrum Brands Holdings, Inc.
SPB
0001588034
Rouve Andreas
C/O SPECTRUM BRANDS HOLDINGS, INC.
3001 DEMING WAY
MIDDLETON
WI
53562
1
1
0
0
CEO & President
Common Stock
2016-12-01
4
M
0
10339
A
94142
D
Common Stock
2016-12-01
4
F
0
5036
114.39
D
89106
D
Common Stock
2016-12-01
4
M
0
5393
A
94499
D
Common Stock
2016-12-01
4
F
0
2627
114.39
D
91872
D
Common Stock
2016-12-01
4
M
0
1026
A
92898
D
Common Stock
2016-12-01
4
F
0
500
114.39
D
92398
D
Common Stock
2016-12-01
4
M
0
535
A
92933
D
Common Stock
2016-12-01
4
F
0
261
114.39
D
92672
D
Common Stock
2016-12-01
4
M
0
10893
A
103565
D
Common Stock
2016-12-01
4
F
0
5305
114.39
D
98260
D
Common Stock
2016-12-01
4
M
0
5447
A
103707
D
Common Stock
2016-12-01
4
F
0
2653
114.39
D
101054
D
Common Stock
2016-12-01
4
M
0
15323
A
116377
D
Common Stock
2016-12-01
4
F
0
7463
114.39
D
108914
D
Performance Rights
2016-12-01
4
M
0
17293
D
Common Stock
17293
0
D
Performance Rights
2016-12-01
4
M
0
16340
D
Common Stock
16340
16343
D
Performance Rights
2016-12-01
4
M
0
15323
D
Common Stock
15323
26050
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. Rouve's 2015 EIP Award granted on December 15, 2014, settled for 10,339 shares of the Issuer's common stock.
Represents shares of the Issuer's common stock withheld to satisfy Mr. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Service Award portion of Mr. Rouve's 2015 EIP Award.
The remaining 50% of the performance rights granted on April 1, 2015 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. Rouve's 2015 EIP Award granted on April 1, 2015, settled for 5,393 shares of the Issuer's common stock.
Mr. Rouve also received 1,026 additional shares, representing the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award granted on December 15, 2014, 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. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award.
Mr. Rouve also received 535 additional shares, representing the 2015 EIP Additional Award portion of Mr. Rouve's 2015 EIP Award granted on April 1, 2015, 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 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. Rouve's S2B Award granted on February 2, 2015, settled for 10,893 shares of the Issuer's common stock. An additional 10,895 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. Rouve 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. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the S2B Performance Award portion of Mr. Rouve's S2B Award.
Represents shares of the Issuer's common stock issued upon the vesting of performance rights granted on April 1, 2015 under the Spectrum Brands Holdings, Inc. S2B Plan. 50% of the performance rights vested on the S2B Performance Vesting Date, and such performance rights representing the S2B Performance Award portion of Mr. Rouve's S2B Award granted on April 1, 2015, settled for 5,447 shares of the Issuer's common stock. An additional 5,448 shares will vest on the S2B Service Vesting Date if Mr. Rouve remains employed by the Issuer on such first anniversary.
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. Rouve's 2016 EIP Award, settled for 15,323 shares of the Issuer's common stock.
In addition, 15,324 shares, representing the 2016 EIP Service Award portion of Mr. Rouve's 2016 EIP Award, will vest on December 1, 2017 if Mr. Rouve remains employed by the Issuer on such first anniversary. Mr. Rouve also shall be eligible to receive up to 10,726 additional shares, representing the 2016 EIP Additional Award portion of Mr. Rouve'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. Rouve 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. Rouve's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Performance Award portion of Mr. Rouve'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, attorney-in-fact
2016-12-05