0000814453-20-000022.txt : 20200129 0000814453-20-000022.hdr.sgml : 20200129 20200129161853 ACCESSION NUMBER: 0000814453-20-000022 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 FILED AS OF DATE: 20200129 DATE AS OF CHANGE: 20200129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATHER COURTNEY CENTRAL INDEX KEY: 0001608717 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09608 FILM NUMBER: 20558380 MAIL ADDRESS: STREET 1: C/O ICAHN CAPITAL LP STREET 2: 767 FIFTH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEWELL BRANDS INC. CENTRAL INDEX KEY: 0000814453 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363514169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6655 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: 2Q ZIP: 30328 BUSINESS PHONE: 800-424-1941 MAIL ADDRESS: STREET 1: 6655 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: 2Q ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: NEWELL BRANDS, INC. DATE OF NAME CHANGE: 20191017 FORMER COMPANY: FORMER CONFORMED NAME: NEWELL BRANDS INC DATE OF NAME CHANGE: 20160415 FORMER COMPANY: FORMER CONFORMED NAME: NEWELL RUBBERMAID INC DATE OF NAME CHANGE: 19990329 4/A 1 wf-form4a_158033271613645.xml FORM 4/A X0306 4/A 2018-05-15 2018-05-17 0 0000814453 NEWELL BRANDS INC. NWL 0001608717 MATHER COURTNEY C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA GA 30328 1 0 0 0 Deferred RSU phantom stock 2018-05-15 4 A 0 6422 A Common Stock 6422.0 6422 D On May 15, 2018 (the "RSU Grant Date"), the reporting person received an award of 6,422 restricted stock units ("RSUs") which, pursuant to his Grant Agreement with the Company, was scheduled to vest on the earlier of: (i) the first anniversary of the RSU Grant Date or (ii) the date immediately preceding the Company's 2019 annual meeting of its stockholders (as applicable, the "RSU Vesting Date"), with vesting conditioned upon his continuous service on the Board until the RSU Vesting Date, and with the award being eligible to vest before the RSU Vesting Date in the event of the reporting person's death, disability or retirement. On the RSU Vesting Date, the reporting person was also entitled to receive cash equal to the value of dividends paid on 6,422 shares of the Company's Common Stock between the RSU Grant Date and the RSU Vesting Date (the "Vesting Year Dividend Payment"). Pursuant to the Company's 2008 Deferred Compensation Plan, as amended (the "DCP"), the reporting person elected to defer vesting of the 6,422 shares and instead became eligible to receive on the RSU Vesting Date: (i) 6,422 phantom stock units and (ii) the Vesting Year Dividend Payment. Settlement of the phantom stock units received on the RSU Vesting Date will be deferred until after the end of the reporting person's service on the Board of the Company. At the end of the deferral period, the phantom stock units will settle on a one-for-one basis for shares of the Company's Common Stock. During the deferral period, additional phantom stock units will continue to accrue pursuant to a dividend reinvestment feature of the DCP. At the end of the deferral period, the reporting person will also have the right to receive the cash equivalent of the additional phantom stock units accrued. Before the RSU Vesting Date, each RSU represents a contingent right to receive one phantom stock unit. On and after the RSU Vesting Date, each phantom stock unit will represent the right to receive one share of Common Stock of the Company at the end of the deferral period. The RSUs will be exchanged for an equal number of phantom stock units on the RSU Vesting Date. The 6,422 phantom stock units acquired on the RSU Vesting Date will be settled on a one-for-one basis for shares of the Company's Common Stock after the end of the reporting person's service on the Board. On the settlement date, all additional phantom stock units acquired during the deferral period through reinvested dividends will also be payable to the reporting person in cash. The cash value will be calculated based on the closing stock price for the Company's Common Stock on the settlement date. N/A The purpose of this amendment is to correct Table II to report the terms of the derivative security granted to the reporting person on May 15, 2018. On May 15, 2018, the reporting person received a RSU grant which is scheduled to convert to phantom stock units on May 6, 2019. The grant will convert to phantom stock units and not to shares of the Company's Common Stock. This amendment also reports the manner in which the phantom stock units subject to this grant will settle for shares of Common Stock, together with cash paid for reinvested dividends, after the end of the reporting person's service on the Board of the Company. Pursuant to instruction 9(b) to Form 4, only the lines of Form 4 requiring correction or amendment are being set forth on this amended Form 4A. /s/ Raj Dave, attorney-in-fact for Courtney Mather 2020-01-29