SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KIRSCHNER MARC S (Last) (First) (Middle) C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE (Street) MADISON WI 53711 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/16/2011
	4. If Amendment, Date of 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

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	05/16/2011		P		500	A	$33.78	6,038(1)	D
Common Stock	05/17/2011		P		1,500	A	$35	7,538(1)	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Amount includes 2,521 shares of restricted stock of Issuer, which were awarded to Mr. Kirschner on November 16, 2010 under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan, and are scheduled to vest on September 30, 2011 if Mr. Kirschner is a director of the Issuer on such date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Nathan E. Fagre, as attorney-in-fact	05/18/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                                                                      Exhibit 24
                         SUBSTITUTION POWER OF ATTORNEY

        Each of the officers and directors of Spectrum Brands Holdings, Inc.
listed below have granted to the undersigned a power of attorney for the limited
purpose of reporting securities transactions on Forms 3, 4 and 5 to the U.S.
Securities and Exchange Commission. Pursuant to each power of attorney, the
undersigned has the authority to appoint a substitute to perform the duties and
responsibilities granted by such power of attorney.

        Effective immediately, the undersigned hereby appoints as substitute
Nathan E. Fagre, Secretary and General Counsel of Spectrum Brands Holdings,
Inc., to act in such capacity and with such duties, responsibilities and powers
as have been granted to the undersigned.

Officers and Directors
----------------------

David R. Lumley
Terry L. Polistina
Anthony L. Genito
John Heil
Kenneth C. Ambrecht
Eugene I. Davis
Virginia A. Kamsky
Marc S. Kirschner
Norman S. Matthews
Hugh R. Rovit






        IN WITNESS WHEREOF, the undersigned has caused this Substitution Power
of Attorney to be executed as of this 18th day of May, 2011.

                                        /s/ Thomas Parker
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