Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2010
3. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [SPB]
(Last)
(First)
(Middle)
C/O INTERNATIONAL FUND SERVICES LIMITED, THIRD FL, BISHOP'S SQUARE REDMOND'S HILL
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DUBLIN, L2 00000
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (par value $0.01 per share) 25,569,736
D (1) (2) (3) (10) (11)
 
Common Stock (par value $0.01 per share) 5,203,312
D (4) (5) (6) (10) (11)
 
Common Stock (par value $0.01 per share) 2,110,642
D (7) (8) (9) (10) (11)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
C/O INTERNATIONAL FUND SERVICES LIMITED
THIRD FL, BISHOP'S SQUARE REDMOND'S HILL
DUBLIN, L2 00000
    X   See Remarks
HARBINGER CAPITAL PARTNERS LLC
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104
    X   See Remarks
HARBINGER CAPITAL PARTNERS II LP
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks
HARBINGER CAPITAL PARTNERS II GP LLC
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks
HARBINGER HOLDINGS, LLC
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks
FALCONE PHILIP
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X   See Remarks

Signatures

Harbinger Capital Partners Master Fund I, Ltd.(+) By: Harbinger Capital Partners LLC By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Harbinger Capital Partners LLC(+) By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Harbinger Capital Partners Special Situations Fund, L.P.(+) By: Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Harbinger Capital Partners Special Situations GP, LLC(+) By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Global Opportunities Breakaway Ltd. (+) By: Harbinger Capital Partners II LP By: Harbinger Capital Partners II GP LLC, General Partner By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Harbinger Capital Partners II LP (+) By: Harbinger Capital Partners II GP LLC, General Partner By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Harbinger Capital Partners II GP LLC (+) By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Harbinger Holdings, LLC(+) By: /s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

/s/ Philip Falcone 06/18/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These shares of the Issuer's common stock, par value $0.01 per share (the "Shares") are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.
(2) These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the manager of Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund.
(3) Each Reporting Person listed in Footnote 2 disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(4) These Shares are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person.
(5) These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund; Harbinger Holdings, the managing member of HCPSS; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Special Situations Fund.
(6) Each Reporting Person listed in Footnote 5 disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(7) These Shares are owned by Global Opportunities Breakaway Ltd. (the "Breakaway Fund"), which is a Reporting Person.
(8) These Shares may be deemed to be indirectly beneficially owned by the following: Harbinger Capital Partners II LP ("HCP II"), the investment manager of the Breakaway Fund; Harbinger Capital Partners II GP LLC ("HCP GP II"), the general partner of HCP II; and Philip Falcone, the managing member of HCP II GP and the portfolio manager of the Breakaway Fund.
(9) Each Reporting Person listed in Footnote 9 disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(10) Pursuant to the terms of the Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated February 9, 2010, by and among the Issuer, Spectrum Brands, Inc. ("Spectrum"), Russell Hobbs, Inc. ("Russell Hobbs"), Battery Merger Corp. ("Battery Sub") and Grill Merger Corp. ("Grill Sub"), on June 16, 2010, (i) Battery Sub merged with and into Spectrum and (ii) Grill Sub merged with and into Russell Hobbs (together, such mergers, the "Mergers"). As a result of the Mergers, each of Spectrum and Russell Hobbs became a wholly-owned subsidiary of the Issuer.
(11) Pursuant to the terms of the Merger Agreement, at the effective time of the Mergers, (i) the shares of the Spectrum's common stock were canceled and converted into the right to receive the Shares, and (ii) the shares of Russell Hobbs common stock and preferred stock were canceled and converted into the right to receive the Shares. The Shares reported herein as beneficially owned by the Reporting Persons were acquired pursuant to the Mergers.
 
Remarks:
(+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as
 amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not
 directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member
 of a group or the beneficial owner of any securities not directly owned by such Reporting Person.

Mr. David M. Maura and Ms. Robin Roger serve on the board of directors of the Issuer.  Mr. Maura is a Vice President and
Director of Investments of Harbinger LLC and Ms. Roger is the General Counsel and Managing Director of Harbinger LLC.
As a result, the Reporting Persons may be deemed directors of the Issuer by deputization.

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