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: CAMPBELL PATRICK D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	A	3075	—	Acquired	68477	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred RSU phantom stock	$		Common Stock (6422.0)	7078.7031	Direct
Deferred RSU phantom stock	$		Common Stock (9085.0)	9451.9946	Direct

Footnotes

F1: Granted in accordance with the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended.

F2: These shares represent the first quarter 2021 director fees paid in Common Stock based on the Company's closing price per share on February 1, 2021, of $24.39.

F3: Represents a vested award of 6,422 restricted stock units ("RSUs") first granted on May 15, 2018, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan. 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 6,422 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.

F4: The reporting person's 6,422 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.

F5: N/A

F6: The reported total includes 80.4796 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.

F7: Represents a vested award of 9,085 restricted stock units ("RSUs") first granted on May 7, 2019, pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan. 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.

F8: 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.

F9: The reported total includes 107.4621 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.