Amended Statement of Changes in Beneficial Ownership (4/a)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* FRANKLIN MARTIN E	2. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC [ NWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O NEWELL BRANDS, 221 RIVER STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 10/2/2017
(Street) HOBOKEN, NJ 07030 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 10/3/2017	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/2/2017		S		2047022	D ⁽³⁾	$29.60 ⁽⁴⁾	2047227 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	By MEF Holdings, LLLP ⁽¹⁾ ⁽²⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Prior to the sale transaction reported herein, through a series of direct and indirect transfers for estate planning purposes, all of which were exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 promulgated thereunder, the reporting person transferred all of his interest in the shares previously reported as owned by the reporting person to a newly formed limited liability limited partnership, MEF Holdings, LLLP (the "LLLP"), of which the reporting person was, at the time of such transfer, the indirect general partner and holder of all general partnership interests of the LLLP and the indirect sole limited partner and holder of all limited partnership interests of LLLP (such limited partnership interests being the "LP Interests").
(2)	Following the sale transaction reported herein, the reporting person will continue to control the general partner of the LLLP. As a result of the foregoing, the reporting person may be deemed to have beneficial ownership (as determined under Section 16 of the Exchange Act) of the shares held by the LLLP to the extent of his pecuniary interest therein.
(3)	On October 2, 2017, the reporting person sold the LP Interest to a trust for an installment note as further described in footnote 4 below.
(4)	The reported price is the portion of the fair market value of the LP Interest for federal gift tax purposes representing the value of the shares reported as sold herein, as determined pursuant to a third-party appraisal.

Remarks:
The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.

EXPLANATORY NOTE: THIS AMENDMENT ON FORM 4/A IS BEING FILED TO AMEND THE FORM 4 FILED ON OCTOBER 3, 2017 SOLELY TO REPORT THE PER SHARE PRICE IN BOX 4 OF TABLE I WHICH HAD NOT BEEN CALCULATED AS OF THE ORIGINAL FILING DATE. EXCEPT FOR SUCH PRICE AND THE RELATED FOOTNOTE 4, ALL OTHER REPORTED INFORMATION IN THE ORIGINAL FORM 4 REMAINS UNCHANGED. THE TRANSACTIONS REPORTED ON THIS FORM 4 DID NOT IMPACT THE AGGREGATE NUMBER OF SHARES REPORTED AS BENEFICIALLY OWNED BY THE REPORTING PERSON.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRANKLIN MARTIN E C/O NEWELL BRANDS 221 RIVER STREET HOBOKEN, NJ 07030	X

Signatures
/s/ Leah Lower as attorney in fact		12/19/2017
^** 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).
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