Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-20-006124
Date:2020-03-09
Issuer: NEWELL BRANDS INC. (NWL)
Original Submission Date:

Reporting Person:

ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVENUE SUNNY ISLES BEACH, FL 33160

Reporting Person:

HIGH RIVER LIMITED PARTNERSHIP
16690 COLLINS AVENUE
SUNNY ISLES BEACH, FL 33160

Reporting Person:

ICAHN PARTNERS LP
16690 COLLINS AVENUE
SUNNY ISLES BEACH, FL 33160

Reporting Person:

ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVENUE
SUNNY ISLES BEACH, FL 33160

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK ("SHARES") 2020-03-09 P 927,663 a $13.15 42,047,078 indirect
COMMON STOCK ("SHARES") 2020-03-10 P 489,308 a $13.57 42,536,386 indirect
COMMON STOCK ("SHARES") 2020-03-11 P 1,168,230 a $13.54 43,704,616 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 high river limited partnership ("high river") directly beneficially owns 8,740,925 shares, icahn partners lp ("icahn partners") directly beneficially owns 20,427,384 shares, and icahn partners master fund lp ("icahn master") directly beneficially owns 14,536,307 shares.
f2 barberry corp. ("barberry") is the sole member of hopper investments llc ("hopper"), which is the general partner of high river. beckton corp. ("beckton") is the sole stockholder of icahn enterprises g.p. inc. ("icahn enterprises gp"), which is the general partner of icahn enterprises holdings l.p. ("icahn enterprises holdings"). icahn enterprises holdings is the sole member of iph gp llc ("iph"), which is the general partner of icahn capital lp ("icahn capital"). icahn capital is the general partner of each of icahn onshore lp ("icahn onshore") and icahn offshore lp ("icahn offshore"). icahn onshore is the general partner of icahn partners. icahn offshore is the general partner of icahn master.
f3 each of barberry and beckton is 100 percent owned by carl c. icahn. as such, mr. icahn is in a position indirectly to determine the investment and voting decisions made by each of high river, icahn partners, and icahn master. each of hopper, barberry and mr. icahn may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the act) the shares which high river owns. each of hopper, barberry and mr. icahn disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
f4 each of icahn onshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the act) the shares which icahn partners owns. each of icahn onshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
f5 each of icahn offshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the act) the shares which icahn master owns. each of icahn offshore, icahn capital, iph, icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
f6 the above reporting persons controlled by carl c. icahn (the "reporting persons") may be deemed to be members of a "group" (within the meaning of section 13(d)(3) of the act), with brett icahn. none of the reporting persons has any pecuniary interest in any shares beneficially owned by brett icahn, and each of the reporting persons disclaims beneficial ownership of such shares.
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