SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRODZKI KEVIN

(Last)

(First)

(Middle)

BRUNSWICK CORPORATION

1 N FIELD COURT

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRUNSWICK CORP [ BC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & PRES MERCURY MARINE SALES

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2014

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/08/2014		M		20,000	A	$11.08	57,804	D
Common Stock	12/08/2014		D		4,408	D	$50.2808	53,396	D
Common Stock	12/08/2014		S		15,542	D	$50.2808⁽¹⁾	37,854	D
Common Stock	12/08/2014		S		300	D	$50.54⁽²⁾	37,554	D
Common Stock	12/08/2014		M		385	A	$11.08	37,939	D
Common Stock	12/08/2014		D		85	D	$50.54	37,854	D
Common Stock	12/08/2014		M		15,000	A	$46.12	52,854	D
Common Stock	12/08/2014		D		13,656	D	$50.66	39,198	D
Common Stock	12/08/2014		S		587	D	$50.66	38,611	D
Common Stock	12/09/2014		M		1,410	A	$11.08	40,021	D
Common Stock	12/09/2014		D		310	D	$50.5	39,711	D
Common Stock	12/09/2014		S		1,100	D	$50.5	38,611	D
Common Stock								2,765	I	By Svgs Plan Trustee

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Settled Stock Appreciation Right⁽³⁾	$11.08	12/08/2014		M			20,000	⁽⁴⁾	02/09/2020	Common Stock	20,000	$0.0	23,000	D
Stock Settled Stock Appreciation Right⁽³⁾	$11.08	12/08/2014		M			385	⁽⁴⁾	02/09/2020	Common Stock	385	$0.0	22,615	D
Stock Settled Stock Appreciation Right⁽³⁾	$11.08	12/09/2014		M			1,410	⁽⁴⁾	02/09/2020	Common Stock	1,410	$0.0	21,205	D
Stock Settled Stock Appreciation Right⁽³⁾	$46.12	12/08/2014		M			15,000	⁽⁴⁾	01/31/2015⁽⁵⁾	Common Stock	15,000	$0.0	0	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.90 to $50.51, inclusive.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.52 to $50.55, inclusive.

3. Employee Stock-Settled Stock Appreciation Right granted under the 2003 Stock Incentive Plan.

4. One-fourth of the total shares granted may be exercised on each of the first, second, third, and fourth anniversaries following grant date.

5. Option would be forfeited if not exercised on or before 1/30/15.

Remarks:

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

	By: Power of Attorney For: /s/ Kevin Grodzki	12/10/2014
	** 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).
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