NEWELL BRANDS INC. — Director's Dealing 2012

Nov 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL RUBBERMAID INC (NWL)
CIK: 0000814453
Period of Report: 2012-11-06

Reporting Person: Stipancich John K (Ex. VP, General Counsel & Secy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-06	Restricted Stock Units	$	A	24659	Acquired		Common Stock (24659)	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 $22.69, but no earlier than November 6, 2013; an additional one-third of the award shall vest when the 20 Day Average Price equals or exceeds $24.76, but no earlier than November 6, 2014; and the remaining one-third of the award shall vest when the 20 Day Average Price equals or exceeds $26.82, but no earlier than November 6, 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 November 6, 2019 shall expire.