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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*

Spectrum Brands Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
84762L204
(CUSIP Number)
David N. Brooks
Secretary, Vice President and General Counsel
c/o Fortress Investment Group LLC
1345 Avenue of the Americas
New York, New York 10105
(212) 798-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 4, 2020
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP No. 84762L204
  
 
 
  (1) 
Name of Reporting Persons
 
FIG LLC
  (2)
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)  ☐         (b)  ☒
 
  (3)
SEC Use Only:
 
  (4)
Source of Funds (See Instructions):
 
Not applicable
  (5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 ☐
  (6)
Citizenship or Place of Organization:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  (7) 
Sole Voting Power:
 
0
  (8)
Shared Voting Power:
 
2,088,886 (1)(2)
  (9)
Sole Dispositive Power:
 
0
(10)
Shared Dispositive Power:
 
2,088,886 (1)(2)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,088,886 (1)(2)
(12)
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 ☐
(13)
Percent of Class Represented by Amount in Row (11):
 
4.9%
(14)
Type of Reporting Person (See Instructions):
 
OO
 
 
(1)
The Reporting Person disclaims beneficial ownership as described in Item 5.
 
 
(2)
Solely as owner of all the membership interests in the following investment advisors: Fortress Credit Opportunities Advisors LLC, Fortress Credit Opportunities MA Advisors LLC, Fortress Credit Opportunities MA II Advisors LLC, FCO MA LSS Advisors LLC, Fortress Credit Opportunities MA Maple Leaf Advisors LLC and Fortress Global Opportunities (Yen) Advisors LLC.
 


CUSIP No. 84762L204
  
 
 
  (1) 
Name of Reporting Persons
 
Fortress Operating Entity I LP
  (2)
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)  ☐        (b)  ☒
 
  (3)
SEC Use Only:
 
  (4)
Source of Funds (See Instructions):
 
Not applicable
  (5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 ☐
  (6)
Citizenship or Place of Organization:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  (7) 
Sole Voting Power:
 
0
  (8)
Shared Voting Power:
 
2,088,886 (1)(2)
  (9)
Sole Dispositive Power:
 
0
(10)
Shared Dispositive Power:
 
2,088,886 (1)(2)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,088,886 (1)(2)
(12)
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 ☐
(13)
Percent of Class Represented by Amount in Row (11):
 
4.9%
(14)
Type of Reporting Person (See Instructions):
 
PN; IA
 
 
(1)
The Reporting Person disclaims beneficial ownership as described in Item 5.
 
 
(2)
Solely as sole managing member of FIG LLC.




2


CUSIP No. 84762L204
  
 
 
  (1) 
Name of Reporting Persons
 
FIG Corp.
  (2)
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)   ☐        (b)  ☐
 
  (3)
SEC Use Only:
 
  (4)
Source of Funds (See Instructions):
 
Not applicable
  (5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 ☐
  (6)
Citizenship or Place of Organization:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  (7) 
Sole Voting Power:
 
0
  (8)
Shared Voting Power:
 
2,088,886 (1)(2)
  (9)
Sole Dispositive Power:
 
0
(10)
Shared Dispositive Power:
 
2,088,886 (1)(2)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,088,886 (1)(2)
(12)
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 ☐
(13)
Percent of Class Represented by Amount in Row (11):
 
4.9%
(14)
Type of Reporting Person (See Instructions):
 
CO
 
 
(1)
The Reporting Person disclaims beneficial ownership as described in Item 5.
 
 
(2)
Solely in its capacity as the General Partner of Fortress Operating Entity I LP.







3


CUSIP No. 84762L204
  
 
 
  (1) 
Name of Reporting Persons
 
Fortress Investment Group LLC
  (2)
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)   ☐        (b)  ☐
 
  (3)
SEC Use Only:
 
  (4)
Source of Funds (See Instructions):
 
Not applicable
  (5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 ☐
  (6)
Citizenship or Place of Organization:
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  (7) 
Sole Voting Power:
 
0
  (8)
Shared Voting Power:
 
2,088,886 (1)(2)
  (9)
Sole Dispositive Power:
 
0
(10)
Shared Dispositive Power:
 
2,088,886 (1)(2)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,088,886 (1)(2)
(12)
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 ☐
(13)
Percent of Class Represented by Amount in Row (11):
 
4.9%
(14)
Type of Reporting Person (See Instructions):
 
OO
 
 
(1)
The Reporting Person disclaims beneficial ownership as described in Item 5.
 
 
(2)
Solely in its capacity as the holder of all the issued and outstanding shares of FIG Corp.





4


CUSIP No. 84762L204
  
 
 
  (1) 
Name of Reporting Persons
 
Peter L. Briger, Jr.
  (2)
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)  ☐         (b)  ☐
 
  (3)
SEC Use Only:
 
  (4)
Source of Funds (See Instructions):
 
Not applicable
  (5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 ☐
  (6)
Citizenship or Place of Organization:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  (7) 
Sole Voting Power:
 
0
  (8)
Shared Voting Power:
 
2,088,886 (1)
  (9)
Sole Dispositive Power:
 
0
(10)
Shared Dispositive Power:
 
2,088,886 (1)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,088,886 (1)
(12)
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 ☐
(13)
Percent of Class Represented by Amount in Row (11):
 
4.9%
(14)
Type of Reporting Person (See Instructions):
 
IN
 
 
(1)
The Reporting Person disclaims beneficial ownership as described in Item 5.
 





5


CUSIP No. 84762L204
  
 
 
  (1) 
Name of Reporting Persons
 
Constantine M. Dakolias
  (2)
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)     ☐      (b)  ☐
 
  (3)
SEC Use Only:
 
  (4)
Source of Funds (See Instructions):
 
Not applicable
  (5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 ☐
  (6)
Citizenship or Place of Organization:
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
  (7) 
Sole Voting Power:
 
0
  (8)
Shared Voting Power:
 
2,088,886 (1)
  (9)
Sole Dispositive Power:
 
0
(10)
Shared Dispositive Power:
 
2,088,886 (1)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,088,886 (1)
(12)
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 ☐
(13)
Percent of Class Represented by Amount in Row (11):
 
4.9%
(14)
Type of Reporting Person (See Instructions):
 
IN
 
 
(1)
The Reporting Person disclaims beneficial ownership as described in Item 5.

6

ITEM 1.
SECURITY AND ISSUER.
 
This Amendment No. 12 (this Amendment) amends the Schedule 13D, filed on May 23, 2011 (File No. 005-19362), as amended by Amendment No. 1 filed on August 12, 2011, Amendment No. 2 filed on February 14, 2014, Amendment No. 3 filed on May 19, 2014, Amendment No. 4 filed on February 23, 2015, Amendment No. 5 filed on July 27, 2016, Amendment No. 6 filed on February 28, 2018, Amendment No. 7 filed on July 17, 2018, Amendment No. 8 filed on December 3, 2019, Amendment No. 9 filed on May 26, 2020, Amendment No. 10 filed on August 4, 2020, and Amendment No. 11 filed on August 21, 2020 (as amended from time to time, the Amended Schedule 13D), and relates to shares of common stock, $0.01 par value per share (Common Stock), of Spectrum Brands Holdings, Inc., a Delaware corporation (formerly named HRG Group, Inc.) (the Issuer).

Disclosure Items set forth in the Original Schedule 13D, as modified by Amendment Nos. 1 through 11, shall remain in effect except to the extent expressly amended hereby and (as modified herein) are incorporated into such initial Schedule 13D filing. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Amended Schedule 13D.
 
ITEM 4.
PURPOSE OF THE TRANSACTION.
 
Item 4 is hereby supplemented by the addition of the following:
 
The information provided in Item 5(c) of this Amendment is incorporated herein by reference.
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
Items 5(a), 5(b), 5(c) and 5(e) are hereby supplemented by the addition of the following:
 
(a) and (b)

The information set forth in Items 7 through 11 and 13 of the cover pages of this Amendment are incorporated herein by reference. Such disclosure is based on 43,056,296 shares of Common Stock outstanding as of July 28, 2020, as shown in the Issuer’s Form 10-Q filed on July 31, 2020.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission that any of the Reporting Persons is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) or Section 13(g) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c)          Since the most recent prior amendment of this Amended Schedule 13D, an aggregate of 376,308 shares of Common Stock, of which all 376,308 shares were previously held directly by certain funds managed by advisors owned by FIG LLC, were sold, all on the open market.  The following table sets forth the foregoing dispositions totaling 376,308 shares of Common Stock:

Date of Transaction
Quantity of Common Stock
Price per Common Stock
8/21/2020
35,000
$57.74
8/24/2020
30,000
$59.69
8/25/2020
33,137
$60.00
8/26/2020
32,256
$59.90
8/27/2020
19,939
$59.68
8/28/2020
22,556
$59.72
8/31/2020
29,004
$59.84
9/1/2020
66,013
$60.21
9/2/2020
27,085
$60.53
9/3/2020
15,101
$59.90
9/4/2020
21,003
$59.84
9/8/2020
45,214
$60.00

(e)          On September 4, 2020, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer.



7

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 8, 2020
 

FIG LLC
 
By: 
/s/  David N. Brooks
 
 
Name:  
David N. Brooks
 
 
Title:
Secretary
 
FORTRESS OPERATING ENTITY I LP
 
By: 
FIG Corp., as General Partner
 
By: 
/s/  David N. Brooks
 
 
Name:  
David N. Brooks
 
 
Title:
Secretary
 
FIG CORP.
 
By: 
/s/  David N. Brooks
 
 
Name:  
David N. Brooks
 
 
Title:
Secretary
 
FORTRESS INVESTMENT GROUP LLC
 
By: 
/s/  David N. Brooks
 
 
Name:  
David N. Brooks
 
 
Title:
Secretary
 
/s/  Peter L. Briger, Jr.
 
Peter L. Briger, Jr.
 
/s/   Constantine M. Dakolias
 
Constantine M. Dakolias