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