FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Maura David M 		2. Issuer Name and Ticker or Trading Symbol

Spectrum Brands Holdings, Inc. [ SPB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

C/O SPECTRUM BRANDS HOLDINGS, INC., 3001 DEMING WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

MIDDLETON, WI 53562
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/1/2016     M    16341   A   (1) 298093   D  
 
Common Stock   12/1/2016     F    8428   (2) D $114.39   289665   D  
 
Common Stock   12/1/2016     M    16678   A   (3) (4) 306343   D  
 
Common Stock   12/1/2016     F    8601   (5) D $114.39   297742   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Rights   (6)   (1) 12/1/2016     M         16341      (1)   (1) Common Stock   16341     (1) 16341   D  
 
Performance Rights   (6)   (3) (4) 12/1/2016     M         16678      (3) (4)   (3) (4) Common Stock   16678     (3) (4) 28353   D  
 

Explanation of Responses:
( 1)  Represents shares of the Issuer's common stock issued upon the vesting of performance rights granted on January 20, 2016 under the Spectrum Brands Holdings, Inc. S2B Plan. 50% of the performance rights vested on December 1, 2016 (the "S2B Performance Vesting Date"), and such performance rights representing the S2B Performance Award portion of Mr. Maura's S2B Award, settled for 16,341 shares of the Issuer's common stock. An additional 16,341 shares will vest on December 1, 2017, the first anniversary of the S2B Performance Vesting Date (such date, the "S2B Service Vesting Date"), if Mr. Maura remains employed by the Issuer on such first anniversary (such amount, the "S2B Service Award").
( 2)  Represents shares of the Issuer's common stock withheld to satisfy Mr. Maura's tax withholding obligation upon the vesting and settling of performance rights of the S2B Performance Award portion of Mr. Maura's S2B Award.
( 3)  Performance rights granted on January 20, 2016 under the Spectrum Brands Holdings, Inc. 2016 Equity Incentive Plan (the "2016 EIP Award") were earned as of December 1, 2016, and 50% of such performance rights, representing the 2016 EIP Performance Award portion of Mr. Maura's 2016 EIP Award, settled for 16,678 shares of the Issuer's common stock.
( 4)  In addition, 16,678 shares, representing the 2016 EIP Service Award portion of Mr. Maura's 2016 EIP Award, will vest on December 1, 2017 if Mr. Maura remains employed by the Issuer on such first anniversary. Mr. Maura also shall be eligible to receive up to 11,675 additional shares, representing the 2016 EIP Additional Award portion of Mr. Maura's 2016 EIP Award, based on the Issuer exceeding by a certain percentage the 2016 adjusted EBITDA and 2016 consolidated free cash flow targets for the fiscal year ended September 30, 2016. The 2016 EIP Additional Award will vest on December 1, 2017 if Mr. Maura remains employed by the Issuer as of such date and if the Issuer's 2017 adjusted EBITDA and consolidated free cash flow results are equal to or greater than the comparable results for 2016.
( 5)  Represents shares of the Issuer's common stock withheld to satisfy Mr. Maura's tax withholding obligation upon the vesting and settling of performance rights of the 2016 EIP Performance Award portion of Mr. Maura's 2016 EIP Award.
( 6)  Each performance right represents a contingent right to receive one share of the Issuer's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Maura David M
C/O SPECTRUM BRANDS HOLDINGS, INC.
3001 DEMING WAY
MIDDLETON, WI 53562 		X
Executive Chairman

Signatures
/s/ Nathan E. Fagre, attorney-in-fact 12/5/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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