James Craigie - Feb 1, 2022 Form 4 Insider Report for NEWELL BRANDS INC. (NWL)

Role: Director
Signature: /s/ Raj Dave, attorney-in-fact for James R. Craigie
Stock symbol: NWL
Transactions as of: Feb 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/3/2022, 03:08 PM
Previous filing: Feb 10, 2022
Next filing: Apr 21, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NWL	Deferred Compensation Phantom Stock	Award	$0	+1.44K	+9.93%	$0.00	15.9K	Feb 1, 2022	Common Stock	1.44K		Direct	F1, F2, F3, F4, F5, F6, F7, F8
holding	NWL	Deferred RSU Phantom Stock						30.1K	Feb 1, 2022	Common Stock	30.1K		Direct	F7, F9, F10, F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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 period in which the units were earned, which elections are on file with the Company.
F4	These phantom stock units represent the first quarter 2022 director fees and were issued to the reporting person on February 1, 2022, based on the Company's closing price per share on that date of $23.46.
F5	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 period in which the units were earned, which elections are on file with the Company.
F6	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.
F7	N/A
F8	The reported total includes a total of 146.42 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 phantom stock units acquired pursuant to the dividend reinvestment feature of the DCP. The 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.
F9	Represents vested awards of restricted stock units ("RSUs") granted in 2018, 2019 and 2020. 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 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.
F10	The reporting person's 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.
F11	The reported total includes 303.74 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.