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 *

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 and CEO
(Last)          (First)          (Middle)

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

12/1/2018
(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   12/1/2018     M    9272   A   (1) 289934   D    
Common Stock   12/1/2018     F    3649   (2) D $49.38   286285   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   (3)   (1) 12/1/2018     M         9272      (1)   (1) Common Stock   9272     (1) 0   D    

Explanation of Responses:
(1)  Performance rights granted on December 15, 2016 under the Spectrum Brands Holdings, Inc. 2017 Equity Incentive Plan (the "2017 EIP Award") were earned as of December 1, 2017, and 9,272 shares, representing the 2017 EIP Service Award portion of the reporting person's 2017 EIP Award, vested on December 1, 2018. The reporting person forfeited an additional 87 shares, representing the 2017 EIP Additional Award portion of the reporting person's 2017 EIP Award, as the requirements for the Issuer's consolidated free cash flow results for 2018 were not met.
(2)  Represents shares of the Issuer's common stock withheld to satisfy the reporting person's tax withholding obligation upon the vesting and settling of performance rights of the 2017 EIP Service Award portion of the reporting person's 2017 EIP Award.
(3)  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 and CEO

Signatures
/s/ Sara Pollock, Attorney-in-Fact 12/4/2018
** 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.
Spectrum Brands (NYSE:SPB)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Spectrum Brands Charts.
Spectrum Brands (NYSE:SPB)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Spectrum Brands Charts.