NEWELL BRANDS INC. — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL BRANDS INC (NWL)
CIK: 0000814453
Period of Report: 2017-10-02

Reporting Person: FRANKLIN MARTIN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-02	Common Stock	S	2047022	—	Disposed	2047227	Indirect

Footnotes

F1: Prior to the sale transaction reported herein, through a series of direct and indirect transfers for estate planning purposes, all of which were exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 promulgated thereunder, the reporting person transferred all of his interest in the shares previously reported as owned by the reporting person to a newly formed limited liability limited partnership, MEF Holdings, LLLP (the "LLLP"), of which the reporting person was, at the time of such transfer, the indirect general partner and holder of all general partnership interests of the LLLP and the indirect sole limited partner and holder of all limited partnership interests of LLLP (such limited partnership interests being the "LP Interests").

F2: Following the sale transaction reported herein, the reporting person will continue to control the general partner of the LLLP. As a result of the foregoing, the reporting person may be deemed to have beneficial ownership (as determined under Section 16 of the Exchange Act) of the shares held by the LLLP to the extent of his pecuniary interest therein.

F3: On October 2, 2017, the reporting person sold the LP Interest to a trust for an installment note as further described in footnote 4 below.

F4: The purchase price for the sale of the LP Interest is the fair market value of the LP Interest for Federal gift tax purposes to be evidenced by an installment note for such amount as determined pursuant to a third-party appraisal.