NEWELL BRANDS INC. — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL RUBBERMAID INC (NWL)
CIK: 0000814453
Period of Report: 2011-12-30

Reporting Person: POLK MICHAEL B (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	M	169262	$16.15	Acquired	175106	Direct
2011-12-30	Common Stock	F	71852	$16.15	Disposed	103254	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Common Stock	$	M	169262	Disposed		Common Stock (169262)	Direct

Footnotes

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

F2: The reporting person became 50% vested in his 7/18/2011 award of 338,524 time-based restricted stock units on December 30, 2011 and will become vested in an additional 25% of the award on the first anniversary of the date of the grant of the award and fully vested on the second anniversary of the date of grant, 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 Newell Rubbermaid common stock represented by the restricted stock units.