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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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 *

Torres Russell 		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)
Group President
(Last)          (First)          (Middle)

C/O NEWELL BRANDS INC., 221 RIVER STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2019
(Street)

HOBOKEN, NJ 07030
(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   5/15/2019     M    9491   (1) A $0   54015.429   (2) D    
Common Stock   5/15/2019     F    3017   D $15.63   50998.429   (3) 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     (4) 5/15/2019     M         9491    5/15/2019   (5)   (6) Common Stock   9491.0   $0   18982   D    

Explanation of Responses:
(1)  The Reporting Person became vested in one-third of the total number of restricted stock units that were first granted on May 15, 2018, pursuant to a performance-based grant, as described in footnote 5, below.
(2)  This total has been updated from the Reporting Person's most recent Form 4 report to reflect shares acquired by the Reporting Person under a dividend reinvestment plan on: (i) June 13, 2018; (ii) September 12, 2018; (iii) December 12, 2018; and (iv) March 13, 2019.
(3)  Includes shares acquired by the Reporting Person through a dividend reinvestment plan.
(4)  Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. common stock.
(5)  Represents the vesting of the first tranche of a 3 year series of performance-based restricted stock units first awarded on May 15, 2018. The Reporting Person will become vested in the award ratably in one-third increments on the first, second and third anniversaries of the award date if: (i) he remains in continuous employment with the Company and (ii) certain performance criteria related to cost savings are satisfied. Unexpired portions of the award may vest earlier and without regard to achievement of the performance criteria in the event of death or disability. Unexpired portions of the award may vest pro rata, based on time in service, and without regard to achievement of the performance criteria, in the event of retirement.
(6)  If relevant performance criteria are not met, each tranche expires on the applicable anniversary date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Torres Russell
C/O NEWELL BRANDS INC.
221 RIVER STREET
HOBOKEN, NJ 07030

Group President

Signatures
/s/ Raj Dave, attorney-in-fact for Russell Torres 5/17/2019
** 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 control number.
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