NEWELL BRANDS INC. — Director's Dealing 2017

Mar 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL BRANDS INC (NWL)
CIK: 0000814453
Period of Report: 2017-03-17

Reporting Person: FRANKLIN MARTIN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-17	Common Stock	J	2653699	—	Disposed	2047227	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-17	Call Option (obligation to sell)	$	J	2979961	Disposed	2017-03-17	Common Stock (2979961)	Direct
2017-03-17	Put option (right to sell)	$	J	2979961	Disposed	2017-03-17	Common Stock (2979961)	Direct

Footnotes

F1: On March 17, 2017, the reporting person settled collar arrangements entered into the second quarter of 2016 pursuant to which he wrote a covered call option and purchased a put option. The collar arrangements obligated the reporting person to deliver to unaffiliated third party purchasers up to 2,979,961 shares of NWL common stock on the expiration date of the contracts. In exchange for assuming this obligation, the reporting person received a cash payment of $182.7 million as of the date of settlement of the contracts. The reporting person pledged 2,979,961 shares of NWL common stock (the "Pledged Shares") to secure his obligation under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. On March 17, 2017, the settlement price of the NWL common stock was $48.51.

F2: (continued from Footnote 1) Accordingly, the reporting person transferred to the purchasers 2,653,699 of the Pledged Shares, and the purchasers returned to the reporting person the remaining 326,262 Pledged Shares.