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
X	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* LEE THOMAS H ADVISORS LLC (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, LP 100 FEDERAL STREET, 35TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Spectrum Brands, Inc. [ SPC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/18/2008
	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	08/18/2008		J(1)		11,990,683	D	$0(2)	8,558(3)	I	See Footnote 4(4)
Common Stock	08/18/2008		J(5)		25,388	A	$0(2)	33,946(3)	I	See Footnote 4(4)

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. On August 18, 2008, Thomas H. Lee Equity Fund IV, L.P. ("Equity"), Thomas H. Lee Foreign Fund IV, L.P. ("Foreign") and Thomas H. Lee Foreign Fund IV-B, L.P. ("Foreign B" and together with Equity and Foreign, the "Funds") issued a pro rata distribution of, in the aggregate, 11,990,683 shares of common stock of the Issuer to their respective general and limited partners for no additional consideration. The reporting person is the general partner of Thomas H. Lee Partners, L.P., which is the Managing Member of Advisors, which, in turn, is the general partner of each of the Funds.

2. Not applicable.

3. Represents shares held by THL Equity Advisors IV, LLC ("Advisors"). This share amount reflects a decrease from previously reported share numbers of 27,114 restricted shares indirectly held by the reporting person which were cancelled pursuant to a transaction exempt from reporting on Form 4. Such cancellation was effected as a result of the resignation of certain affiliates of the reporting person from the Board of Directors of the Issuer, which resignation resulted in the automatic cancellation of the restricted shares pursuant to the restricted stock agreements governing such shares.

4. The reporting person is the general partner of Thomas H. Lee Partners, L.P., which is the Managing Member of Advisors. As such, the reporting person may be deemed to beneficially own shares of the Issuer owned directly by Advisors. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

5. Pursuant to the distribution described in footnote (1) above, Advisors acquired 25,388 shares for no additional consideration.

	/s/Charles P. Holden	08/19/2008
	** 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).
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