| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FORTUNE BRANDS INC [ FO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, Par Value $3.125 | 03/03/2010 | M(1) | 94,471 | A | $30.54 | 246,093 | D | |||
| Common Stock, Par Value $3.125 | 03/03/2010 | S | 94,471 | D | $45.01(2) | 151,622 | D | |||
| Common Stock, Par Value $3.125 | 03/04/2010 | M(1) | 101,678 | A | $30.54 | 253,300 | D | |||
| Common Stock, Par Value $3.125 | 03/04/2010 | S | 101,678 | D | $45.01(3) | 151,622 | D | |||
| Common Stock, Par Value $3.125 | 16,126(4) | I | By Fortune Brands Retirement Savings Plan Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $30.54 | 03/03/2010 | M(1) | 94,471 | 09/24/2002 | 09/24/2011 | Common Stock | 94,471 | $0 | 101,678 | D | ||||
| Options (Right to Buy) | $30.54 | 03/04/2010 | M(1) | 101,678 | 09/24/2002 | 09/24/2011 | Common Stock | 101,678 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the exercise of stock options granted under the issuer's long-term incentive plans. |
| 2. The price in column 4 is the weighted average sale price of the shares, which includes 51,836 shares sold at $45.00; 18,732 shares sold at $45.01; 15,985 shares sold at $45.02 and 7,918 shares sold at $45.03. |
| 3. The price in column 4 is the weighted average sale price of the shares, which includes 81,796 shares sold at $45.00; 6,287 shares sold at $45.01; 6,146 shares sold at $45.02; 587 shares sold at $45.03; 1,600 shares sold at $45.04; 3,009 shares sold at $45.05; 1,903 shares sold at $45.06; 100 shares sold at $45.07 and 250 shares sold at $45.08. |
| 4. 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 March 3, 2010. |
| Remarks: |
| On March 3, 2010, Mr. Wesley exercised 94,471 stock options granted to him under the issuer's Long-Term Incentive Plans and subsequently sold the shares acquired upon exercise. On March 4, 2010, Mr. Wesley exercised 101,678 stock options granted to him under the issuer's Long-Term Incentive Plans and subsequently sold the shares acquired upon exercise. After these transactions, Mr. Wesley continues to directly own 151,622 shares of the issuer's common stock. He also continues to own 938,237 options to purchase the issuer's common stock and has the right to recieve 50,000 restricted stock units. Mr. Wesley also indirectly owns 16,126 shares of the issuer's common stock through his participation in the Fortune Brands Retirement Savings Plan. |
| /s/Angela M. Pla, Attorney-in-Fact for Norman H. Wesley | 03/05/2010 | |
| ** 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 Number. | ||