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* Lumley David R (Last) (First) (Middle) C/O SPECTRUM BRANDS HOLDINGS, INC. 3001 DEMING WAY (Street) MIDDLETON WI 53562 (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 X Officer (give title below) Other (specify below) CEO and President GB&PC H&G
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2011
	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	10/01/2011		F		14,421(1)	D	$23.88	52,536(2)	D
Common Stock	11/30/2012		F		38,366(3)	D	$47.78	14,170	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
Performance Rights(4)	(5)(6)							(5)(6)	(5)(6)	Common Stock	149,999		149,999	D
Performance Rights(4)	(7)							(7)	(7)	Common Stock	40,000		40,000	D
Performance Rights(4)	(8)							(8)	11/16/2013	Common Stock	36,166		36,166	D
Performance Rights(4)	(9)							(9)	11/16/2013	Common Stock	86,800		86,800	D
Performance Rights(4)	(10)							(10)	11/16/2013	Common Stock	28,933		28,933	D

Explanation of Responses:

1. These shares of the Issuer's common stock were tendered to satisfy Mr. Lumley's tax withholding obligation upon the vesting of restricted stock representing 41,667 shares awarded to him on October 21, 2009 under the Issuer's 2009 Incentive Plan. The disposition of these shares had not been previously reported.

2. The total amount of shares beneficially owned was increased by 9 shares to revise a report on November 16, 2012 that indicated that the amount of shares sold to satisfy tax withholding obligations was 12,789 instead of 12,798.

3. These shares of the Issuer's common stock were tendered to satisfy Mr. Lumley's tax withholding obligation upon the vesting and settling of restricted stock representing 86,800 shares awarded to him on November 15, 2010 under the Issuer's Equity Incentive Plan. The disposition of these shares had not been previously reported.

4. Each performance right represents a contingent right to receive one share of the Issuer's common stock.

5. Up to 50% of such performance rights granted under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 (the "Performance Vesting Date")("Performance Award"). In addition, an amount equal to the Performance Award will vest, if Mr. Lumley is employed by the Issuer through the first anniversary of the Performance Vesting Date ("Service Award"). Mr. Lumley will also be eligible to receive up to 38,889 additional shares ("Additional Award") within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2014 and if Mr. Lumley is employed by the Issuer at that date. The Performance Award, the Service Award and the Additional Award together constitute the 2013 Award.

6. Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award, which represents achievement of 135% of the performance targets. If 100% of the performance targets is achieved, 111,111 shares are issuable upon full vesting of the 2013 Award.

7. The performance rights will vest 100% within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 in connection with the successful integration of the Hardware Home Improvement Group from Stanley Black & Decker, Inc., and if Mr. Lumley is employed by the Issuer on such date.

8. 50% of the performance rights granted on November 15, 2010 under the Issuer's 2011 Two-Year Equity Award Plan vested on November 16, 2012 and such performance rights settled for 36,166 shares of the Issuer's common stock (the "Two-Year Award"). In addition, an amount equal to the Two-Year Award will vest on November 16, 2013, if Mr. Lumley is employed by the Issuer on such date.

9. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan vested on November 16, 2012 and such performance rights settled for 86,800 shares of the Issuer's common stock. An additional 86,800 performance rights will vest and settle for shares of the Issuer's common stock on November 16, 2013, if Mr. Lumley is employed by the Issuer on such date.

10. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan for exceeding performance targets vested on November 16, 2012 and such performance rights settled for 28,933 shares of the Issuer's common stock. An additional 28,933 performance rights will vest and settle for shares of the Issuer's common stock on November 16, 2013, if Mr. Lumley is employed by the Issuer on such date.

Remarks:

	/s/ Nathan E. Fagre, attorney-in-fact	11/20/2013
	** 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).
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