Edgar Filing: NEWELL BRANDS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRANKLIN MARTIN E

2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC [NWL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NEWELL BRANDS, 221 RIVER STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2017

(Street)

HOBOKEN, NJ 07030

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/17/2017		J/K⁽¹⁾⁽²⁾		2,653,699	D	⁽¹⁾ ⁽²⁾	2,047,227	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Option (obligation to sell)

⁽¹⁾ ⁽²⁾

03/17/2017

J/K⁽¹⁾⁽²⁾

2,979,961

03/17/2017

Common Stock

2,979,961

$ 0

Put option (right to sell)

⁽¹⁾ ⁽²⁾

03/17/2017

J/K⁽¹⁾⁽²⁾

2,979,961

03/17/2017

Common Stock

2,979,961

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRANKLIN MARTIN E C/O NEWELL BRANDS 221 RIVER STREET HOBOKEN, NJ 07030	X

Signatures

/s/ Michael Peterson, attorney-in-fact for Martin E. Franklin		03/21/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 17, 2017, the reporting person settled collar arrangements entered into the second quarter of 2016 pursuant to which he wrote a covered call option and purchased a put option. The collar arrangements obligated the reporting person to deliver to unaffiliated third party purchasers up to 2,979,961 shares of NWL common stock on the expiration date of the contracts. In exchange for assuming this obligation, the reporting person received a cash payment of $182.7 million as of the date of settlement of the contracts. The reporting person pledged 2,979,961 shares of NWL common stock (the "Pledged Shares") to secure his obligation under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. On March 17, 2017, the settlement price of the NWL common stock was $48.51.
(2)	(continued from Footnote 1) Accordingly, the reporting person transferred to the purchasers 2,653,699 of the Pledged Shares, and the purchasers returned to the reporting person the remaining 326,262 Pledged Shares.

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