FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LEE THOMAS H ADVISORS LLC 		2. Issuer Name and Ticker or Trading Symbol

Spectrum Brands, Inc. [ SPC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THOMAS H. LEE PARTNERS, LP, 100 FEDERAL STREET, 35TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2008
(Street)

BOSTON, MA 02110
(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   8/18/2008     J (1)    11990683   D $0   (2) 8558   (3) I   See Footnote 4   (4)
Common Stock   8/18/2008     J (5)    25388   A $0   (2) 33946   (3) I   See Footnote 4   (4)

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

Explanation of Responses:
( 1)  On August 18, 2008, Thomas H. Lee Equity Fund IV, L.P. ("Equity"), Thomas H. Lee Foreign Fund IV, L.P. ("Foreign") and Thomas H. Lee Foreign Fund IV-B, L.P. ("Foreign B" and together with Equity and Foreign, the "Funds") issued a pro rata distribution of, in the aggregate, 11,990,683 shares of common stock of the Issuer to their respective general and limited partners for no additional consideration. The reporting person is the general partner of Thomas H. Lee Partners, L.P., which is the Managing Member of Advisors, which, in turn, is the general partner of each of the Funds.
( 2)  Not applicable.
( 3)  Represents shares held by THL Equity Advisors IV, LLC ("Advisors"). This share amount reflects a decrease from previously reported share numbers of 27,114 restricted shares indirectly held by the reporting person which were cancelled pursuant to a transaction exempt from reporting on Form 4. Such cancellation was effected as a result of the resignation of certain affiliates of the reporting person from the Board of Directors of the Issuer, which resignation resulted in the automatic cancellation of the restricted shares pursuant to the restricted stock agreements governing such shares.
( 4)  The reporting person is the general partner of Thomas H. Lee Partners, L.P., which is the Managing Member of Advisors. As such, the reporting person may be deemed to beneficially own shares of the Issuer owned directly by Advisors. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
( 5)  Pursuant to the distribution described in footnote (1) above, Advisors acquired 25,388 shares for no additional consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEE THOMAS H ADVISORS LLC
C/O THOMAS H. LEE PARTNERS, LP
100 FEDERAL STREET, 35TH FLOOR
BOSTON, MA 02110
X


Signatures
/s/Charles P. Holden 8/19/2008
** 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.
Spectrum Brands (NYSE:SPC)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024 Haga Click aquí para más Gráficas Spectrum Brands.
Spectrum Brands (NYSE:SPC)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024 Haga Click aquí para más Gráficas Spectrum Brands.