NEWELL BRANDS INC. — Director's Dealing 2017

Mar 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL BRANDS INC (NWL)
CIK: 0000814453
Period of Report: 2017-03-13

Reporting Person: FRANKLIN MARTIN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-13	Common Stock	S	200000	$48.48	Disposed	4840926	Direct
2017-03-14	Common Stock	S	140000	$48.13	Disposed	4700926	Direct

Footnotes

F1: On March 14, 2017, the reporting person reported the sale in an open market transaction of 340,000 shares, an amount estimated to be approximately equivalent to previously pledged shares that are expected to be returned to the reporting person pursuant to a previously disclosed collar arrangement entered into in the second quarter of 2016 scheduled to settle on March 17, 2017. The collar arrangement obligated the reporting person to deliver to unaffiliated third party purchasers up to 2,979,963 shares of NWL common stock on the expiration date of the contract. In exchange for assuming this obligation, the reporting person will receive a cash payment of $128.7 million as of the date of settlement of the contract.

F2: (Continued from footnote 1) The reporting person pledged 2,979,963 shares of NWL common stock (the "Pledged Shares") to secure his obligation under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The reporting person estimated that approximately 2.64 million shares will be transferred to the purchasers on the settlement date and therefore requested that the remaining approximately 340,000 Pledged Shares be sold in an open market transaction.