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. 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 X Officer (give title below) Other (specify below) CEO and President GB&PC H&G
	3. Date of Earliest Transaction (Month/Day/Year) 11/16/2012
	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	11/16/2012		M		36,166	A	(1)	287,592	D
Common Stock	11/16/2012		F		15,986(2)	D	$44.49	271,606	D
Common Stock	11/16/2012		M		86,800	A	(3)	358,406	D
Common Stock	11/16/2012		F		38,366(4)	D	$44.49	320,040	D
Common Stock	11/16/2012		M		28,933	A	(5)	348,973	D
Common Stock	11/16/2012		F		12,798(6)	D	$44.49	336,175	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	(1)	11/16/2012		M			36,166	(1)	09/30/2013	Common Stock	36,166	(1)	36,166	D
Performance Rights	(3)	11/16/2012		M			86,800	(3)	09/30/2013	Common Stock	86,800	(3)	86,800	D
Performance Rights	(5)	11/16/2012		M			28,933	(5)	09/30/2013	Common Stock	28,933	(5)	28,933	D

Explanation of Responses:

1. 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 September 30, 2013, if Mr. Lumley is employed by the Issuer on such date.

2. Represents 15,986 shares of Issuer's common stock automatically withheld to satisfy Mr. Lumley's tax withholding obligation upon the vesting of performance rights representing 36,166 shares.

3. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan vested on November 16, 2012 and such performance rights settled for 86,800 shares of the Issuer's common stock (the "2012 Award"). In addition, an amount equal to the 2012 Award will vest on September 30, 2013, if Mr. Lumley is employed by the Issuer on such date.

4. Represents 38,366 shares of Issuer's common stock automatically withheld to satisfy Mr. Lumley's tax withholding obligation upon the vesting of performance rights representing 86,800 shares.

5. 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award 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. In addition, an amount equal to the settlement will vest on September 30, 2013, if Mr. Lumley is employed by the Issuer on such date.

6. Represents 12,798 shares of Issuer's common stock automatically withheld to satisfy Mr. Lumley's tax withholding obligation upon the vesting of performance rights representing 28,933 shares.

Remarks:

	/s/ Nathan E. Faegre, attorney-in-fact	11/20/2012
	** 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.