SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Avenue Special Situations Fund V LP (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/28/2009	3. Issuer Name and Ticker or Trading Symbol Spectrum Brands, Inc. [ SPEB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 09/08/2009
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	3,772,168(1)(2)(5)	D
Common Stock, $0.01 par value per share	1,753,949(1)(3)(5)	I	See Footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Avenue Special Situations Fund V LP (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Capital Partners V, LLC (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* GL Partners V, LLC (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Capital Management II, L.P. (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Capital Management II GenPar, LLC (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* LASRY MARC (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock, par value $0.01 per share (the "Common Stock"), of Spectrum Brands, Inc. (the "Issuer") held by the persons reporting on this Form 3/A (the "Reporting Persons") were acquired in a single transaction in exchange for previously outstanding debt of the Issuer held by the Reporting Persons.

2. Avenue Special Situations Fund V, L.P. ("Fund V") holds directly 3,772,168 shares of Common Stock of the Issuer. Avenue Capital Partners V, LLC ("Capital Partners V") serves as the general partner of Fund V, and GL Partners V, LLC ("GL Partners V") serves as the general partner of Capital Partners V. Each of Capital Partners V and GL Partners V hold indirectly the 3,772,168 shares of Common Stock of the Issuer held directly by Fund V. Capital Partners V has a direct performance-based allocation from Fund V and GL Partners V, as the general partner of Capital Partners V, receives an indirect interest in such allocation. This Form 3/A corrects the number shares originally reported of 3,772,181.

3. The filing of this Form 3/A shall not be construed as an admission that Capital Partners V, GL Partners V, Avenue Capital Management II, L.P. ("Capital Management"), Avenue Capital Management II GenPar, LLC ("Capital Management GenPar") or Marc Lasry (together, the "Controlling Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock of the Issuer purchased for the accounts of Avenue Investments, L.P. ("Avenue Investments"), Avenue International Master, L.P. ("Avenue International Master"), Avenue-CDP Global Opportunities Fund, L.P. ("Avenue-CDP"), Avenue Special Situations Fund IV, L.P. ("Fund IV") and Fund V (together, the "Funds"). Pursuant to Rule 16a-1, the Controlling Persons disclaim such beneficial ownership except to the extent of their pecuniary interest therein.

4. Marc Lasry has an indirect interest in the 1,753,949 shares of Common Stock of the Issuer owned through the account of Fund IV. Marc Lasry reports the Common Stock of the Issuer held by Fund IV because, as the managing member of Capital Management GenPar, the general partner of Capital Management, which acts as the investment manager to Fund IV, he controls the disposition and voting of the securities. Mr. Lasry also owns an interest in one or more entities that are direct or indirect general partners of Fund IV and receives a portion of the profits allocation related to Fund IV. This Form 3/A corrects the number shares originally reported of 1,753,962.

5. The amount of securities beneficially owned through Fund IV and Fund V was incorrectly reported due to a clerical error. None of the Reporting Persons have made any purchases or sales of any shares of the Common Stock since the original filing of the Form 3 with the Securities and Exchange Commission on September 8, 2009.

	Avenue Special Situations Fund V, L.P. By: Avenue Capital Partners V, LLC, its General Partner, By: GL Partners V, LLC, its Managing Member, By: /s/ Marc Lasry, Managing Member	02/16/2010
	Avenue Capital Partners V, LLC By: GL Partners V, LLC, its Managing Member, By: /s/ Marc Lasry, Managing Member	02/16/2010
	GL Partners V, LLC By: /s/ Marc Lasry, Managing Member	02/16/2010
	Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, LLC, its General Partner, By: /s/ Marc Lasry, Managing Member	02/16/2010
	Avenue Capital Management II GenPar, LLC By: /s/ Marc Lasry, Managing Member	02/16/2010
	/s/ Marc Lasry	02/16/2010
	** Signature of Reporting Person	Date
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