NEWELL BRANDS INC. — Director's Dealing 2016

May 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL BRANDS INC (NWL)
CIK: 0000814453
Period of Report: 2016-05-11

Reporting Person: Cunningham James L III (SVP, Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-11	Restricted Stock Units	$	A	7355	Acquired		Common Stock (7355.0)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. common stock.

F2: The reporting person shall become vested in one-third of his award on May 11, 2017 and in additional one-third increments of such award on each of the second and third anniversaries of the grant date, but the award may vest earlier in the event of death or disability. 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 Brands Inc. common stock represented by the restricted stock units.