NEWELL BRANDS INC. — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL BRANDS INC. (NWL)
CIK: 0000814453
Period of Report: 2021-02-01

Reporting Person: Craigie James (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Deferred Compensation Phantom Stock	$	A	1384.048	Acquired		Common Stock (1384.048)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Phantom Stock	$		Common Stock (1933.0762)	1933.0762	Direct
Deferred Compensation Phantom Stock	$		Common Stock (2108.6649)	2108.6649	Direct
Deferred Compensation Phantom Stock	$		Common Stock (2859.5736)	2859.5736	Direct
Deferred Compensation Phantom Stock	$		Common Stock (1746.073)	1746.073	Direct
Deferred RSU phantom stock	$		Common Stock (9452.5895)	9452.5895	Direct
Deferred RSU phantom stock	$		Common Stock (7584.0021)	7584.0021	Direct

Footnotes

F1: Pursuant to the 2008 Deferred Compensation Plan, as amended (the "DCP"), non-employee directors who earn quarterly cash retainer fees for their services on the Company's Board may elect to defer receipt of their quarterly cash fees until after the end of the director's service on the Board, and to direct the investment of the deferred cash into phantom stock units which track the performance of the Company's Common Stock for the duration of the deferral period. The number of phantom stock units so acquired is calculated by dividing the deferred cash retainer amount by the closing price for the Company's Common Stock on the date the cash retainer is payable.

F2: Dividends payable on the Company's Common Stock also accrue with respect to phantom stock units, and phantom stock units are subject to dividend reinvestment during the deferral period.

F3: The aggregate value of the phantom stock units, including any additional phantom stock units acquired through dividend reinvestment during the deferral period, will be paid out in cash to the reporting person after the end of his service on the Board. At such time, the cash value of all of the phantom stock units will be calculated based on the closing price for the Company's Common Stock on the payment date, in accordance with the DCP and the reporting person's elections for his director compensation for the year in which the units were earned, which elections are on file with the Company.

F4: These phantom stock units represent the first quarter 2021 director fees and were issued to the reporting person on February 1, 2021, based on the Company's closing price per share on that date of $24.39.

F5: At the end of the deferral period, the cash value of the phantom stock units will be calculated based on the closing price for the Company's Common Stock on the payment date, in accordance with the DCP and the reporting person's elections for his director compensation for the year in which the units were earned, which elections are on file with the Company.

F6: The reporting person has elected to defer settlement of the cash value of the phantom stock units until after the end of his service on the Board of the Company, pursuant to the terms of the DCP.

F7: N/A

F8: These phantom stock units represent the fourth quarter 2020 director fees and were issued to the reporting person on October 30, 2020, based on the Company's closing price per share on that date.

F9: The reported total includes 21.9776 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

F10: These phantom stock units represent the third quarter 2020 director fees and were issued to the reporting person on July 31, 2020, based on the Company's closing price per share on that date.

F11: The reported total includes 23.9739 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

F12: These phantom stock units represent the second quarter 2020 director fees and were issued to the reporting person on May 1, 2020, based on the Company's closing price per share on that date.

F13: The reported total includes 32.5112 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

F14: These phantom stock units represent the first quarter 2020 director fees and were issued to the reporting person on February 3, 2020, based on the Company's closing price per share on that date.

F15: The reported total includes 19.8515 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

F16: Represents a vested award of 9,085 restricted stock units ("RSUs") first made on May 7, 2019. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The 9,085 phantom stock units will settle 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 Company's Board.

F17: The reporting person's 9,085 phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the reporting person's service on the Company's Board, in accordance with the DCP.

F18: The reported total includes 107.4689 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.

F19: Represents a vested award of 6,881 restricted stock units ("RSUs") first made on May 15, 2018. The reporting person elected to defer settlement on the scheduled vesting date and the RSUs instead converted to an equal number of phantom stock units, in accordance with the DCP. The 6,881 phantom stock units will settle 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 Company's Board.

F20: The reporting person's 6,881 phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the reporting person's service on the Company's Board, in accordance with the DCP.

F21: The reported total includes 86.2244 additional phantom stock units acquired by the reporting person since the date of his last report pursuant to a dividend reinvestment feature of the DCP. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the reporting person's service on the Company's Board.