Christopher H. Peterson - 18 Feb 2022 Form 4 Insider Report for NEWELL BRANDS INC. (NWL)

Signature
/s/ Raj Dave, attorney-in-fact for Christopher H. Peterson
Issuer symbol
NWL
Transactions as of
18 Feb 2022
Net transactions value
-$3,030,689
Form type
4
Filing time
23 Feb 2022, 15:26:07 UTC
Previous filing
21 Jun 2021
Next filing
09 May 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NWL Common Stock Options Exercise $0 +272,573 +241% $0.000000 385,674 18 Feb 2022 Direct F1
transaction NWL Common Stock Tax liability $3,030,689 -117,196 -30% $25.86 268,478 18 Feb 2022 Direct F2

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 Restricted Stock Units Options Exercise $0 -272,573 -100% $0.000000* 0 18 Feb 2022 Common Stock 272,573 Direct F3, F4, F5
transaction NWL Restricted Stock Units Award $0 +24,651 $0.000000 24,651 18 Feb 2022 Common Stock 24,651 Direct F6, F7, F8
transaction NWL Stock Option (Right to Buy) Award $0 +184,889 $0.000000 184,889 18 Feb 2022 Common Stock 184,889 $25.86 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Company's Compensation and Human Capital Committee certified achievement of the pre-established performance goals resulting in the vesting of the Reporting Person's target shares. As discussed below, the terms of the Reporting Person's Performance Based Restricted Stock units provided for the payout of 0% to 200% of the original grant based on actual achievement of performance metrics related to relative total shareholder return and cumulative free cash flow between January 1, 2019 and December 31, 2021.
F2 Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 18, 2022.
F3 Each Performance Based Restricted stock unit represents the right to receive, the following vesting between 0% and 200% percent of one share of the Company's common stock.
F4 Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 2-year period beginning January 1, 2019 and ending December 31, 2021, and certification of such performance by the Company's Compensation and Human Capital Committee following the conclusion of the performance period.
F5 If and to the extent the relevant performance criteria are not met, the performance-based restricted stock unit grant expires on the third anniversary of the grant date with a payout of 0%.
F6 Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F7 The entire award will vest on the third anniversary of the grant date, subject to the reporting person's continuous employment with the Company. The terms of the grant agreement between the reporting person and the Company also provide for full and/or partial vesting of the award in the event of the reporting person's death, disability or retirement during the vesting period.
F8 N/A
F9 The option vests ratably in one third increments on the first, second and third anniversaries of the grant date.