General statement of acquisition of beneficial ownership



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SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549










SCHEDULE 13D




(Rule

13d-101)





Under the Securities Exchange Act of 1934




Amendment No. 8










Spectrum
Brands Holdings, Inc.




(Name of Issuer)




Common Stock, par value $0.01 per share




(Title of class of securities)




84790A105




(CUSIP number)




Roland T. Kelly




Associate General Counsel




Jefferies Financial Group Inc.




520 Madison Avenue




New
York, New York 10022






310-914-1373






(Name, address and telephone number of person authorized to receive notices and communications)




September 15, 2019




(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule

13d-1(e),


13d-1(f)

or

13d-1(g),

check the following box  ☐.



The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “

Exchange Act

”) or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.





































CUSIP No 84790A105


13D





















































1



Name of Reporting Person:



S.S. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:





Jefferies Financial Group Inc.



2



CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP:



(a)  ☐        (b)  ☐





3



SEC USE ONLY





4



SOURCE OF FUNDS:





WC



5



CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):








6



CITIZENSHIP OR PLACE OF
ORGANIZATION:





New
York















































NUMBER OF



SHARES



BENEFICIALLY



OWNED BY



EACH



REPORTING



PERSON



WITH






7



SOLE VOTING POWER:





0




8



SHARED VOTING POWER:





7,525,666




9



SOLE DISPOSITIVE POWER:





0




10



SHARED DISPOSITIVE POWER:





7,525,666









































11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:





7,525,666



12



CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:








13



PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11):





15.4%



14



TYPE OF REPORTING
PERSON:





HC, CO








2











This Amendment No. 8 amends the Statement on Schedule 13D first filed with the
Securities and Exchange Commission on March 28, 2014, as amended on July 3, 2014, November 26, 2014, March 27, 2017, February 27, 2018, July 17, 2018, November 19, 2018 and May 29, 2019 (the
“

13D

”), and is filed by Jefferies Financial Group Inc. (“

Jefferies

”) with respect to the common stock of Spectrum Brands Holdings, Inc. (“

Spectrum Brands

”) owned by Jefferies and its controlled
subsidiaries. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the 13D.










Item 4.



Purpose of the Transaction

.




On September 15, 2019, Jefferies’ Board of Directors approved a distribution to stockholders of Jefferies of 7,514,477 shares of
common stock of Spectrum Brands. Jefferies will distribute these Spectrum Brands shares to its shareholders through a special pro rata dividend (the “

Distribution

”) effective on October 11, 2019 to Jefferies stockholders of
record as of the close of business on September 30, 2019 (the “

Record Date

”). Stockholders of Jefferies will receive approximately 0.025 of a share of Spectrum Brands common stock for each share of Jefferies common stock held
as of the Record Date.



Joseph Steinberg, an executive officer and a director of Jefferies and a director of Spectrum Brands owns 15,276
shares of Spectrum Brands common stock representing less than 0.1% of Spectrum Brands outstanding shares. It is anticipated that as a direct and indirect holder of Jefferies common stock, Mr. Steinberg will receive beneficial ownership of
approximately 575,486 shares of Spectrum Brands common stock in the Distribution. As a result, Mr. Steinberg will beneficially own approximately 590,762 shares of Spectrum Brands common stock representing approximately 0.1% of Spectrum Brands
outstanding shares.





3











In connection with the Distribution, Jefferies will send information detailing the
Distribution to its stockholders of record on the Record Date. No vote or action is required by Jefferies’ stockholders in order to receive the distribution of shares of Spectrum Brands common stock in the Distribution. No fractional shares
will be distributed and stockholders will receive cash in lieu thereof.










Item 5.



Interest in Securities of the Issuer

.




The information set forth under Item 4 is incorporated herein by reference.










Item 6.



Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

.




The information set forth under Item 4 is incorporated herein by reference.




SIGNATURE



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.






























































Dated: September 16, 2019




Jefferies Financial Group Inc.









By:



/s/ Roland T. Kelly









Roland T. Kelly







Associate General Counsel




4




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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