Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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

1. Name and Address of Reporting Person * Peterson Christopher H	2. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC. [ NWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CFO & President, Bus. Op.
(Last)          (First)          (Middle) C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 7/22/2020
(Street) ATLANTA, GA 30328 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	7/22/2020		M		67340	A	$0	116718	D
Common Stock	7/22/2020		F		30371	D	$15.78	86347	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Restricted Stock Units (1)	(2)	7/22/2020		M			67340	7/22/2020	(3)	Common Stock	67340.0	$0	50505	D

Explanation of Responses:
(1)	On June 24, 2019, the Reporting Person received an award of 117,845 performance-based restricted stock units ("RSUs") pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan in connection with his service in 2019 as Interim CEO of the Company (the "Interim Service Award"). Pursuant to the Interim Service Award, settlement of the RSUs is subject to the prior determination of the Company's Organizational Development and Compensation Committee (the "ODCC") that the performance criteria have been met. The ODCC certified the Reporting Person's achievement of the performance criteria on July 22, 2020.
(2)	Restricted stock units convert into Newell Brands Inc. common stock on a one-for-one basis.
(3)	N/A

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Peterson Christopher H C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA, GA 30328			CFO & President, Bus. Op.

Signatures
/s/ Raj Dave, attorney-in-fact for Christopher H. Peterson		7/24/2020
**Signature of Reporting Person		Date