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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1. Name and Address of Reporting Person * POLISTINA TERRY   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SPECTRUM BRANDS HOLDINGS, INC., 3001 DEMING WAY 3. Date of Earliest Transaction (Month/Day/Year) 11/25/2013 (Street) MIDDLETON, WI 53562 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 11/25/2013   M   25,000 A (1) 117,820 (2) D   Common Stock 11/25/2013   F   10,488 (3) D $ 69.13 107,332 D   Common Stock 11/25/2013   M   55,555 A (4) 162,887 D   Common Stock 11/25/2013   F   27,611 (5) D $ 69.13 135,276 D

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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

Performance Rights (6)

(1)

11/25/2013

M

25,000

(1)

(1)

Common Stock

25,000

(1)

0

D

Performance Rights (6)

(4)

11/25/2013

M

55,555

(4)

(4)

Common Stock

55,555 (7)

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POLISTINA TERRY C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON, WI 53562	X

Signatures

/s/ Nathan E. Fagre, attorney-in-fact		11/27/2013
**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)	100% of the performance rights granted on December 7, 2012 contingent on the successful integration of the Hardware Home Improvement Group from Stanley Black & Decker, Inc. vested on November 25, 2013 and such performance rights settled for 25,000 shares of the Issuer's common stock.
(2)	Includes 1,595 restricted stock units that were awarded to Mr. Polistina under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan which are settled in shares of common stock of the Issuer, and which are scheduled to vest in full on September 30, 2014.
(3)	These shares of the Issuer's common stock were automatically withheld to satisfy Mr. Polistina's tax withholding obligation upon the vesting and settling of performance rights for 25,000 shares of the Issuer's common stock.
(4)	100% of the performance rights granted on December 7, 2012 under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan vested on November 25, 2013 and settled for 27,777 shares of the Issuer's common stock ("Performance Award") and for 27,778 shares of the Issuer's common stock ("Service Award") respectively. The Performance Award and the Service Award together constitute the 2013 Award.
(5)	These shares of the Issuer's common stock were automatically withheld to satisfy Mr. Polistina's tax withholding obligation upon the vesting and settling of performance rights for 55,555 shares of the Issuer's common stock.
(6)	Each performance right represents a contingent right to receive one share of the Issuer's common stock.
(7)	Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award. It was adjusted to reflect achievement of 100% of the performance targets.

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