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NEWELL BRANDS INC. Director's Dealing 2012

May 11, 2012

31632_dirs_2012-05-11_abd32cf8-2ffe-4812-b1b9-fa59900edf32.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL RUBBERMAID INC (NWL)
CIK: 0000814453
Period of Report: 2012-05-09

Reporting Person: Conroy Kevin C. (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-11 Common Stock M 5364 Acquired 5364 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-09 Restricted Stock Units $ A 6020 Acquired Common Stock (6020) Direct
2012-05-11 Restricted Stock Units $ M 5364 Disposed 2012-05-11 Common Stock (5364) 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 contigent 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. 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.