Ownership Submission
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)
12/24/2015
(Street)

ATLANTA, GA 30328		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/09/2015		 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 (1) (2) A $ 37.65 422,122 D  
Common Stock 02/09/2015   F   47,916 (1) D $ 37.65 374,206 D  
Common Stock 02/09/2015   A   419,513 (3) A $ 37.65 793,719 D  
Common Stock 02/09/2015   F   217,518 D $ 37.65 317,226 (4) D  
Common Stock               28,800 (5) I Michael B. Polk December 2012 3-year GRAT
Common Stock               75,875 (5) I Michael B. Polk December 2012 5-year GRAT
Common Stock               86,144 (5) I Michael B. Polk December 2013 3-year GRAT
Common Stock               125,000 (6) I Michael B. Polk May 2015 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 (7) 02/09/2015   M     99,884 02/09/2015   (8) 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/ Michael R. Peterson, Attorney in Fact for Michael B. Polk   12/29/2015
**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) This Amended Form 4 is being filed solely to reflect a tax adjustment to the number of shares withheld. Due to an administrative error 3,387 shares of Newell Rubbermaid Inc. Common Stock were over-withheld in the reported transaction. Upon discovery of the error these shares were credited to the reporting person's account and reflected in the reporting person's total direct ownership.
(2) Acquired on vesting of time-based restricted stock units previously granted on February 8, 2012.
(3) Acquired upon vesting of performance-based restricted stock units previously granted on February 8, 2012.
(4) Reflects the distribution of shares of common stock from GRATs. Also reflects the contribution of 125,000 shares of common stock to a 3-year GRAT established in May 2015. The distributions and contribution qualify as only a change in the form of the Reporting Person's beneficial ownership, and as such, have not been previously reported. Also, reflects the previously reported sale of 150,000 shares on February 10, 2015.
(5) 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.
(6) Reflects the contribution of 125,000 shares of common stock to a 3-year GRAT established in May 2015. This contribution qualifies as only a change in the form of the Reporting Person's beneficial ownership, and as such, has not been previously reported.
(7) Each restricted stock unit was the economic equivalent of one share of Newell Rubbermaid Inc. common stock.
(8) N/A

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