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)
11/16/2012
(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 11/16/2012   M   18,518 A (1) 185,411 D  
Common Stock 11/16/2012   F   8,026 (2) D $ 44.49 177,385 D  
Common Stock 11/16/2012   M   44,444 A (3) 221,829 D  
Common Stock 11/16/2012   F   19,645 (4) D $ 44.49 202,184 D  
Common Stock 11/16/2012   M   14,815 A (5) 216,999 D  
Common Stock 11/16/2012   F   6,549 (6) D $ 44.49 210,450 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 (1) 11/16/2012   M     18,518   (1) 09/30/2013 Common Stock 18,518 (1) 18,518 D  
Performance Rights (3) 11/16/2012   M     44,444   (3) 09/30/2013 Common Stock 44,444 (3) 44,444 D  
Performance Rights (5) 11/16/2012   M     14,815   (5) 09/30/2013 Common Stock 14,815 (5) 14,815 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. Faegre, attorney-in-fact   11/20/2012
**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) 50% of the performance rights granted on November 15, 2020 under the Issuer's 2011 Two-Year Equity Award Plan vested on November 16, 2012 and such performance rights settled for 18,518 shares of the Issuer's common stock (the "Two-Year Award"). In addition, an amount equal to the Two-Year Award will vest on September 30, 2013, if Mr. Genito is employed by the Issuer on such date.
(2) Represents 8,026 shares of Issuer's common stock automatically withheld to satisfy Mr. Genito's tax withholding obligation upon the vesting of performance rights representing 18,518 shares.
(3) 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan vested on November 16, 2012 and such performance rights settled for 44,444 shares of the Issuer's common stock (the "2012 Award"). In addition, an amount equal to the 2012 Award will vest on September 30, 2013, if Mr. Genito is employed by the Issuer on such date.
(4) Represents 19,645 shares of Issuer's common stock automatically withheld to satisfy Mr. Genito's tax withholding obligation upon the vesting of performance rights representing 44,444 shares.
(5) 50% of the performance rights granted on November 28, 2011 under the Issuer's 2012 Equity Award Plan for exceeding performance targets vested on November 16, 2012 and such performance rights settled for 14,815 shares of the Issuer's common stock. In addition, an amount equal to the settlement will vest on September 30, 2013, if Mr. Genito is employed by the Issuer on such date.
(6) Represents 6,549 shares of Issuer's common stock automatically withheld to satisfy Mr. Genito's tax withholding obligation upon the vesting of performance rights representing 14,815 shares.

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