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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * POLK MICHAEL B   2. Issuer Name and Ticker or Trading Symbol NEWELL RUBBERMAID INC [NWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O NEWELL RUBBERMAID INC., 3 GLENLAKE PKWY. 3. Date of Earliest Transaction (Month/Day/Year) 02/09/2015 (Street) ATLANTA, GA 30328 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/09/2015   M   99,884 A $ 37.65 422,122 (1) D   Common Stock 02/09/2015   F   51,303 D $ 37.65 370,819 (1) D   Common Stock 02/09/2015   A   419,513 (2) A $ 37.65 790,332 (1) D   Common Stock 02/09/2015   F   217,518 D $ 37.65 572,814 (1) D   Common Stock 02/10/2015   S   150,000 D $ 37.92 (3) 422,814 (1) D   Common Stock               37,300 (4) I Michael B. Polk December 2012 3-year GRAT Common Stock               83,400 (4) I Michael B. Polk December 2012 5-year GRAT Common Stock               86,144 (4) I Michael B. Polk December 2013 3-year GRAT

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Restricted Stock Units

(5)

02/09/2015

M

99,884

02/09/2015

(6)

Common Stock

99,884

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POLK MICHAEL B C/O NEWELL RUBBERMAID INC. 3 GLENLAKE PKWY. ATLANTA, GA 30328			President and CEO

Signatures

/s/ Christine E. Hermann, Attorney-In-Fact for Michael B. Polk		02/11/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the distribution of shares from GRATS. Each distribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and, as such, has not been previously reported.
(2)	Acquired upon vesting of performance-based restricted stock units previously granted on February 8, 2012.
(3)	In connection with the stock sale, the reporting person sold 150,000 shares at a weighted average price of $37.92 at prices ranging from $37.57 to $38.14. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(4)	Reflects the distribution of shares of common stock from this GRAT. This distribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and, as such, has not been previously reported.
(5)	Each restricted stock unit was the economic equivalent of one share of Newell Rubbermaid Inc. common stock.
(6)	N/A

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