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 * MATHER COURTNEY 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 INC., 6655 PEACHTREE DUNWOODY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
11/1/2021
(Street)
ATLANTA, GA 30328
(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

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
Deferred Compensation Phantom Stock (1)(2)(3)(4) $0.0 (5) 11/1/2021    A     1379.4567       (6)  (7) Common Stock  1379.4567  $0  1379.4567  D   
Deferred Compensation Phantom Stock (1)(2)(3)(8)  (5)                  (6)  (7) Common Stock  1325.0642    1325.0642 (9) D   
Deferred Compensation Phantom Stock (1)(2)(3)(10)  (5)                  (6)  (7) Common Stock  1190.4691    1190.4691 (11) D   
Deferred Compensation Phantom Stock (1)(2)(3)(12)  (5)                  (6)  (7) Common Stock  1368.1638    1368.1638 (13) D   
Deferred Compensation Phantom Stock (1)(2)(3)(14)  (5)                  (6)  (7) Common Stock  1910.891    1910.891 (15) D   
Deferred Compensation Phantom Stock (1)(2)(3)(16)  (5)                  (6)  (7) Common Stock  2084.4645    2084.4645 (17) D   
Deferred Compensation Phantom Stock (1)(2)(3)(18)  (5)                  (6)  (7) Common Stock  2826.7553    2826.7553 (19) D   
Deferred Compensation Phantom Stock (1)(2)(3)(20)  (5)                  (6)  (7) Common Stock  1792.4199    1792.4199 (21) D   
Deferred Compensation Phantom Stock (1)(2)(3)(22)  (5)                  (6)  (7) Common Stock  1735.5137    1735.5137 (23) D   
Deferred Compensation Phantom Stock (1)(2)(3)(24)  (5)                  (6)  (7) Common Stock  2695.2364    2695.2364 (25) D   
Deferred Compensation Phantom Stock (1)(2)(3)(26)  (5)                  (6)  (7) Common Stock  2562.4518    2562.4518 (27) D   
Deferred Compensation Phantom Stock (1)(2)(3)(28)  (5)                  (6)  (7) Common Stock  1753.511    1753.511 (29) D   
Deferred RSU Phantom Stock (30)  (31)                  (31)  (7) Common Stock  12264.8477    12264.8477 (32) D   
Deferred RSU Phantom Stock (33)  (34)                  (34)  (7) Common Stock  9703.4943    9703.4943 (35) D   
Deferred RSU Phantom Stock (36)  (37)                  (37)  (7) Common Stock  7265.9856    7265.9856 (38) D   

Explanation of Responses:
(1)  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. Each unit is the economic equivalent of one share of Common Stock of the Company.
(2)  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.
(3)  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.
(4)  These phantom stock units represent the reporting person's fourth quarter 2021 director fees issued to the reporting person on November 1, 2021, based on the Company's closing price per share on that date of $23.56
(5)  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
(6)  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.
(7)  N/A
(8)  These phantom stock units represent the reporting person's third quarter 2021 director fees issued to the reporting person on July 30, 2021, based on the Company's closing price per share on that date.
(9)  The report total includes 11.9328 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 Board.
(10)  These phantom stock units represent the reporting person's second quarter 2021 director fees issued to the reporting person on May 3, 2021, based on the Company's closing price per share on that date.
(11)  The reported total includes 10.7207 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.
(12)  These phantom stock units represent the reporting person's first quarter 2021 director fees issued to the reporting person on February 1, 2021, based on the Company's closing price per share on that date.
(13)  The reported total includes 12.3210 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.
(14)  These phantom stock units represent the reporting person's fourth quarter 2020 director fees issued to the reporting person on October 30, 2020, based on the Company's closing price per share on that date.
(15)  The reported total includes 17.2085 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.
(16)  These phantom stock units represent the reporting person's third quarter 2020 director fees issued to the reporting person on July 31, 2020, based on the Company's closing price per share on that date.
(17)  The reported total includes 18.7716 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.
(18)  These phantom stock units represent the reporting person's second quarter 2020 director fees issued to the reporting person on May 1, 2020, based on the Company's closing price per share on that date.
(19)  The reported total includes 25.4563 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.
(20)  These phantom stock units represent the reporting person's first quarter 2020 director fees issued to the reporting person on February 3, 2020, based on the Company's closing price per share on that date.
(21)  The reported total includes 16.1416 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.
(22)  These phantom stock units represent the reporting person's fourth quarter 2019 director fees issued to the reporting person on November 1, 2019, based on the Company's closing price per share on that date.
(23)  The reported total includes 15.6291 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.
(24)  These phantom stock units represent the reporting person's third quarter 2019 director fees issued to the reporting person on August 1, 2019, based on the Company's closing price per share on that date.
(25)  The reported total includes 24.2719 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.
(26)  These phantom stock units represent the reporting person's second quarter 2019 director fees issued to the reporting person on May 1, 2019, based on the Company's closing price per share on that date.
(27)  The reported total includes 23.0761 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.
(28)  These phantom stock units represent the reporting person's first quarter 2019 director fees issued to the reporting person on February 1, 2019, based on the Company's closing price per share on that date.
(29)  The reported total includes 15.7912 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.
(30)  Represents a vested award of 12,053 restricted stock units ("RSUs") first granted on May 11, 2020, 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 12,053 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.
(31)  The reporting person's 12,053 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.
(32)  The reported total includes 110.4509 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.
(33)  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.
(34)  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.
(35)  The reported total includes 87.3846 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.
(36)  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.
(37)  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.
(38)  The reported total includes 65.4337 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATHER COURTNEY
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD
ATLANTA, GA 30328
X



Signatures
/s/ Raj Dave, attorney-in-fact for Courtney Mather 11/3/2021
**Signature of Reporting Person Date
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