0000814453-23-000101.txt : 20230518 0000814453-23-000101.hdr.sgml : 20230518 20230518160501 ACCESSION NUMBER: 0000814453-23-000101 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230516 FILED AS OF DATE: 20230518 DATE AS OF CHANGE: 20230518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATHER COURTNEY CENTRAL INDEX KEY: 0001608717 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09608 FILM NUMBER: 23936039 MAIL ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 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: GA ZIP: 30328 BUSINESS PHONE: 800-424-1941 MAIL ADDRESS: STREET 1: 6655 PEACHTREE DUNWOODY ROAD CITY: ATLANTA STATE: GA 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 1 wf-form4_168444028499179.xml FORM 4 X0407 4 2023-05-16 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 0 Restricted Stock Units 2023-05-16 4 A 0 18285 0 A Common Stock 18285.0 18285 D Deferred RSU Phantom Stock Common Stock 44324.12 44324.12 D Deferred Compensation Phantom Stock Common Stock 31917.94 31917.94 D Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. common stock The award shall vest in full upon the earlier of: (i) the first anniversary of the grant date of the award; or (ii) the date immediately preceding the date of the Company's 2024 annual meeting of its stockholders, provided the Reporting Person remains in continuous service on the Board until such date. The Reporting Person elected to defer settlement on the scheduled vesting date and the restricted stock units ("RSUs") instead will convert to an equal number of phantom stock units, in accordance with the 2008 Deferred Compensation Plan ("DCP"). The phantom stock units will settle 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 Company's Board. N/A The reporting person's phantom stock units will convert to shares of the Company's Common Stock on a one for one basis (or with respect to units acquired through dividend reinvestment, be paid in cash) after the end of the reporting person's service on the Company's Board, in accordance with the DCP. Includes vested awards of 39,809 RSUs granted in 2018, 2019, 2020 and 2021, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan, and in 2022 pursuant to the Newell Brands Inc. 2022 Incentive Plan. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The phantom stock units will settle 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 Company's Board. The reported total includes 4,515.12 phantom stock units acquired by the reporting person pursuant to a dividend reinvestment feature of the DCP, of which 1,315.11 phantom stock units were acquired since the date of his last report. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board. Pursuant to the DCP, non-employee directors who earn quarterly cash retainer fees for their services on the Company's Board may elect to defer receipt of their quarterly cash fees until after the end of the director's service on the Board, and to direct the investment of the deferred cash into phantom stock units which track the performance of the Company's Common Stock for the duration of the deferral period. The number of phantom stock units so acquired is calculated by dividing the deferred cash retainer amount by the closing price for the Company's Common Stock on the date the cash retainer is payable. Each unit is the economic equivalent of one share of Common Stock of the Company. The aggregate value of the phantom stock units, including any additional phantom stock units acquired through dividend reinvestment during the deferral period, will be paid out in cash to the reporting person after the end of his service on the Board. At such time, the cash value of all of the phantom stock units will be calculated based on the closing price for the Company's Common Stock on the payment date, in accordance with the DCP and the reporting person's elections for his director compensation for the year in which the units were earned, which elections are on file with the Company. At the end of the deferral period, the cash value of the phantom stock units will be calculated based on the closing price for the Company's Common Stock on the payment date, in accordance with the DCP and the reporting person's elections for his director compensation for the year in which the units were earned, which elections are on file with the Company Includes 28,137.66 phantom stock units acquired from the deferral of director compensation, pursuant to the DCP, between 2018 and 2022 and 3,780.28 phantom stock units acquired pursuant to a dividend reinvestment feature of the DCP, of which 1,127.10 phantom stock units were acquired since the date of his last report. /s/ Raj Dave, attorney-in-fact for Courtney Mather 2023-05-18