NEWELL BRANDS INC. — Director's Dealing 2011

May 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL RUBBERMAID INC (NWL)
CIK: 0000814453
Period of Report: 2011-05-11

Reporting Person: CLARKE THOMAS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-12	Common Stock	M	5844	—	Acquired	30181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-11	Restricted Stock Units	$	A	5364	Acquired		Common Stock (5364)	Direct
2011-05-12	Restricted Stock Units	$	M	5844	Disposed	2011-05-12	Common Stock (5844)	Direct

Footnotes

F1: Each restricted stock unit was the economic equivalent of one share of Newell Rubbermaid common stock.

F2: Each restricted stock unit represents a contingent right to receive one share of Newell Rubbermaid common stock.

F3: the reporting person shall become fully vested in his or her award upon the first anniversary of the date of the grant of the award, but the award may vest earlier in the event of death, disability or retirement. Vested shares are to be delivered to the reporting person within 30 days following the date of vesting. Prior to the vesting of the award, if the Company pays a dividend on its common stock, the reporting person will receive an amount in cash equal in value to the dividends that the reporting person would have received had the reporting person been the actual owner of the number of shares of Newell Rubbermaid common stock represented by the restricted stock units.