NEWELL BRANDS INC. — Director's Dealing 2012

Oct 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL RUBBERMAID INC (NWL)
CIK: 0000814453
Period of Report: 2012-09-28

Reporting Person: Martin Douglas L (Executive VP, CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Restricted Stock Units	$	A	13000	Acquired		Common Stock (13000)	Direct

Footnotes

F1: Each restricted stock unit represents a contigent right to receive one share Newell Rubbermaid common stock.

F2: The reporting person shall become one-third vested in the award when the Company's average closing stock price for any continuous 20 day trading period (the "20 Day Average Price") after the date of grant equals or exceeds $21.28, but no earlier than September 28, 2013; an additional one-third of the award shall vest when the 20 Day Average Price equals or exceeds $23.21, but no earlier than September 28, 2014; and the remaining one-third of the award shall vest when the 20 Day Average Price equals or exceeds $25.15, but no earlier than September 15, 2015. The reporting person will not receive dividend equivalents at the time any dividends are paid. Rather, all such dividend equivalents will be credited to an account for the reporting person, and will be paid only to the extent that the applicable performance criteria are met and the RSUs vest. Any portion of the award not vested as of September 28, 2019 shall expire.