Spectrum Brands, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zargar Ehsan

(Last)

(First)

(Middle)

C/O SPECTRUM BRANDS HOLDINGS, INC.

3001 DEMING WAY

(Street)

MIDDLETON

53562

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018

3. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [ SPB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, GC & Corporate Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,366⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	11/25/2024⁽³⁾	Common Stock	5,009	82.86	D
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	11/29/2023⁽³⁾	Common Stock	3,958	72.92	D

Explanation of Responses:

1. The equity awards reported herein were received in connection with the reporting person's employment with HRG Group, Inc., the predecessor to the Issuer, and do not reflect any awards granted in connection with the reporting person's employment with the Issuer.

2. The employeee stock options reported on this line are vested and exercisable.

3. The options reported on this line expire on the tenth anniversary of the date of grant, except as set forth in the Amended and Restated Retention Letter, dated as of September 15, 2017, by and between HRG Group, Inc. and the reporting person (as filed as Exhibit 10.22 to the Annual Report on Form 10-K, filed November 20, 2017).

	/s/ Ehsan Zargar	10/03/2018
	** 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 5 (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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