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: ASHKEN IAN G H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-13	Common Stock	S	30000	$48.47	Disposed	962909	Direct
2017-03-14	Common Stock	S	21000	$47.99	Disposed	941909	Direct
2017-03-14	Common Stock	J	430535	—	Disposed	511374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-14	Call Option (obligation to sell)	$	J	481852	Disposed	2017-03-14	Common Stock (481852)	Direct
2017-03-14	Put option (right to sell)	$	J	481852	Disposed	2017-03-14	Common Stock (481852)	Direct

Footnotes

F1: On March 14, 2017, the reporting person settled a collar arrangement entered into in the second quarter of 2016 pursuant to which he wrote a covered call option and purchased a put option. The collar arrangement obligated the reporting person to deliver to an unaffiliated third party purchaser up to 481,852 shares of NWL common stock on the expiration date of the contract. In exchange for assuming this obligation, the reporting person received a cash payment of $20.8 million as of the date of settlement of the contract. The reporting person pledged 481,852 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.

F2: (Continued from Footnote 1) On March 14, 2017, the settlement price of the NWL common stock was $48.369. Accordingly, the reporting person transferred to the purchaser 430,535 of the Pledged Shares, and the reporting person requested that the remaining approximately 51,000 Pledged Shares be sold in an open market transaction.