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^*

OMTVEDT CRAIG P

(Last)

(First)

(Middle)

520 LAKE COOK ROAD

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORTUNE BRANDS INC [ FO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2010

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, Par Value $3.125	02/03/2010		M⁽¹⁾		6,500	A	$0	68,740	D
Common Stock, Par Value $3.125	02/03/2010		F⁽²⁾		1,980	D	$43.1	66,760	D
Common Stock, Par Value $3.125								2,840⁽³⁾	I	By Fortune Brands, Inc. Retirement Savings Plan Trust

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)
Restricted Stock Unit (RSUs)	⁽⁴⁾	02/03/2010		M⁽¹⁾			6,500	⁽⁵⁾	⁽⁵⁾	Common	6,500	$0	13,000	D

Explanation of Responses:

1. Reflects the accelerated vesting and payment of one-third of a restricted stock unit award made under the Company's 2007 Long-Term Incentive Plan.

2. Reflects the withholding by the issuer of shares awarded to the undersigned having a fair market value equal to the withholding taxes payable by the undersigned at the time the award vested, such transaction being exempt under Rule 16b-3(e).

3. The number of shares reported as held by the Fortune Brands, Inc. Retirement Savings Plan Trust represents the undersigned's proportional beneficial interest in the common stock held in the Trust as of February 3, 2010.

4. Each RSU converts to one share of the issuer's common stock.

5. Full payment of the award will be made in 2011 if Mr. Omtvedt remains employed with the Company through December 31, 2010.

Remarks:

Because the Company met certain performance goals in 2009 and Mr. Omtvedt is not subject to Section 162(m) of the Internal Revenue Code, the Compensation and Stock Option Committee on February 3, 2010 approved the vesting of one-third (according to the grant terms) of the restricted stock units (RSUs) granted to Mr. Omtvedt on February 25, 2008. Mr. Omtvedt was paid 6,500 shares of the issuer's common stock (one share for each RSU which vested). The Company withheld 1,980 shares in payment of taxes. As a result, Mr. Omtvedt increased his direct ownership to 66,760 shares of the issuer's common stock. The remaining RSUs awarded to Mr. Omtvedt on February 25, 2008 will become payable in 2011 if he remains employed through December 31, 2010, or in the event of death or disability. Mr. Omtvedt also owns options to purchase 560,296 shares of the issuer's common stock and an additional 34,000 RSUs.

	Angela M. Pla, Attorney-in-Fact for Craig P. Omtvedt	02/05/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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