NEWELL BRANDS INC. — Director's Dealing 2020

Jan 29, 2020

SEC Form 4/A — Form 4/A

Issuer: NEWELL BRANDS INC. (NWL)
CIK: 0000814453
Period of Report: 2018-05-15

Reporting Person: MATHER COURTNEY (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Deferred RSU phantom stock	$	A	6422	Acquired		Common Stock (6422.0)	Direct

Footnotes

F1: On May 15, 2018 (the "RSU Grant Date"), the reporting person received an award of 6,422 restricted stock units ("RSUs") which, pursuant to his Grant Agreement with the Company, was scheduled to vest on the earlier of: (i) the first anniversary of the RSU Grant Date or (ii) the date immediately preceding the Company's 2019 annual meeting of its stockholders (as applicable, the "RSU Vesting Date"), with vesting conditioned upon his continuous service on the Board until the RSU Vesting Date, and with the award being eligible to vest before the RSU Vesting Date in the event of the reporting person's death, disability or retirement. On the RSU Vesting Date, the reporting person was also entitled to receive cash equal to the value of dividends paid on 6,422 shares of the Company's Common Stock between the RSU Grant Date and the RSU Vesting Date (the "Vesting Year Dividend Payment").

F2: Pursuant to the Company's 2008 Deferred Compensation Plan, as amended (the "DCP"), the reporting person elected to defer vesting of the 6,422 shares and instead became eligible to receive on the RSU Vesting Date: (i) 6,422 phantom stock units and (ii) the Vesting Year Dividend Payment. Settlement of the phantom stock units received on the RSU Vesting Date will be deferred until after the end of the reporting person's service on the Board of the Company. At the end of the deferral period, the phantom stock units will settle on a one-for-one basis for shares of the Company's Common Stock.

F3: During the deferral period, additional phantom stock units will continue to accrue pursuant to a dividend reinvestment feature of the DCP. At the end of the deferral period, the reporting person will also have the right to receive the cash equivalent of the additional phantom stock units accrued.

F4: Before the RSU Vesting Date, each RSU represents a contingent right to receive one phantom stock unit. On and after the RSU Vesting Date, each phantom stock unit will represent the right to receive one share of Common Stock of the Company at the end of the deferral period.

F5: The RSUs will be exchanged for an equal number of phantom stock units on the RSU Vesting Date.

F6: The 6,422 phantom stock units acquired on the RSU Vesting Date will be settled on a one-for-one basis for shares of the Company's Common Stock after the end of the reporting person's service on the Board. On the settlement date, all additional phantom stock units acquired during the deferral period through reinvested dividends will also be payable to the reporting person in cash. The cash value will be calculated based on the closing stock price for the Company's Common Stock on the settlement date.

F7: N/A