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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Rights | (2) | 07/13/2018 | D | 9,360 | (2) | (2) | Common Stock | 9,360 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Maura David M C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY MIDDLETON, WI 53562 |
X | Executive Chairman and CEO |
/s/ Nathan E. Fagre, attorney-in-fact | 07/17/2018 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the terms of the Agreement and Plan of Merger dated February 24, 2018, and amended June 8, 2018, by and among Spectrum Brands Holdings, Inc. ("Spectrum") and HRG Group, Inc. ("HRG"), each share of common stock of Spectrum was converted into one share of common stock of HRG and each restricted stock unit with respect to common stock of Spectrum was exchanged for an equal number of restricted stock units with respect to common stock of HRG, in each case as of July 13, 2018, which was the closing date of the merger. |
(2) | These performance rights, which provide for vesting on December 1, 2018, were assumed by HRG in the merger. Pursuant to the Merger Agreement, each performance right that corresponds to a number of shares of Spectrum common stock granted under a Spectrum equity incentive plan that was outstanding immediately prior to the effective time of the merger, was automatically converted into a performance right award of HRG common stock equal to the number of shares of Spectrum common stock subject to such award as of immediately prior to the effective time of the merger (each such award, a "New HRG Award"). Each New HRG Award will continue to have the same terms and conditions, including with respect to vesting, as the Spectrum performance rights award to which they relate. |