Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Genito Anthony L
   2. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [SPB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO and CAO
(Last)
(First)
(Middle)
C/O SPECTRUM BRANDS HOLDINGS, INC., 601 RAYOVAC DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/16/2013
(Street)

MADISON, WI 53711		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 11/16/2013   M   18,518 A (1) 40,442 D  
Common Stock 11/18/2013   F   9,204 (2) D $ 65.63 31,238 D  
Common Stock 11/16/2013   M   44,444 A (3) 75,682 D  
Common Stock 11/18/2013   F   22,089 (4) D $ 65.63 53,593 D  
Common Stock 11/16/2013   M   14,815 A (5) 68,408 D  
Common Stock 11/18/2013   F   6,092 (6) D $ 65.63 62,316 D  

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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 Underlying Securities
(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
Performance Rights (7) (1) 11/16/2013   M     18,518   (1) 11/16/2013 Common Stock 18,518 (1) 0 D  
Performance Rights (7) (3) 11/16/2013   M     44,444   (3) 11/16/2013 Common Stock 44,444 (3) 0 D  
Performance Rights (7) (5) 11/16/2013   M     14,815   (5) 11/16/2013 Common Stock 14,815 (5) 0 D  
Performance Rights (7) (8)               (8)   (8) Common Stock 25,000   25,000 D  
Performance Rights (7) (9) (10)               (9)(10)   (9)(10) Common Stock 74,999   74,999 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Genito Anthony L
C/O SPECTRUM BRANDS HOLDINGS, INC.
601 RAYOVAC DRIVE
MADISON, WI 53711		       EVP, CFO and CAO  

Signatures

 /s/ Nathan E. Fagre, attorney-in-fact   11/20/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The remaining 50% of the performance rights granted on November 15, 2010 under the Issuer's 2011 Two-Year Equity Award Plan vested and settled for 18,518 shares of the Issuer's common stock on November 16, 2013.
(2) These shares of the Issuer's common stock were tendered to satisfy Mr. Genito's tax withholding obligation upon the vesting and settling of performance rights for 18,518 shares.
(3) The remaining 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan vested and settled for 44,444 shares of the Issuer's common stock on November 16, 2013.
(4) These shares of the Issuer's common stock were tendered to satisfy Mr. Genito's tax withholding obligation upon the vesting and settling of performance rights for 44,444 shares.
(5) The remaining 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Incentive Plan for exceeding performance targets vested and settled for 14,815 shares of the Issuer's common stock on November 16, 2013.
(6) These shares of the Issuer's common stock were automatically withheld to satisfy Mr. Genito's tax withholding obligation upon the vesting and settling of performance rights for 14,815 shares.
(7) Each performance right represents a contingent right to receive one share of the Issuer's common stock.
(8) The performance rights will vest 100% within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 in connection with the successful integration of the Hardware Home Improvement Group from Stanley Black & Decker, Inc., and if Mr. Genito is employed by the Issuer on such date.
(9) Up to 50% of such performance rights granted under the Spectrum Brands Holdings, Inc. 2013 Equity Incentive Plan will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2013 (the "Performance Vesting Date")("2013 Award"). In addition, an amount equal to the 2013 Award will vest, if Mr. Genito is employed by the Issuer through the first anniversary of the Performance Vesting Date. Amount reported represents the maximum number of shares issuable upon full vesting of the 2013 Award, which represents achievement of 135% of the performance targets. If 100% of the performance targets is achieved, 55,555 shares are issuable upon full vesting of the 2013 Award.
(10) Mr. Genito shall also be eligible to receive up to 19,444 additional shares ("Additional Award") within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2014 and if Mr. Genito is employed by the Issuer at that date.

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