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*
WESLEY NORMAN H
(Last) (First) (Middle)
520 LAKE COOK ROAD
(Street)
DEERFIELD IL 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2010
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $3.125 09/08/2010 G(1) V 10,781 D $0 142,941 D
Common Stock, Par Value $3.125 09/10/2010 G(1) V 13,140 D $0 129,801 D
Common Stock, Par Value $3.125 01/03/2011 M(2) 50,000 A $0 179,801 D
Common Stock, Par Value $3.125 01/03/2011 F(3) 19,800 D $60.61 160,001 D
Common Stock, Par Value $3.125 16,070 I By Citigroup Global Markets Inc. IRA
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 01/03/2011 M(2) 50,000 (5) (5) Common 50,000 $0 0 D
Explanation of Responses:
1. Reflects a gift of shares.
2. Reflects the vesting and payment of a restricted stock unit award made to Mr. Wesley on February 25, 2008 under the Company's 2007 Long-Term Incentive Plan.
3. 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.
4. Each restricted stock unit converts to one share of the issuer's common stock.
5. In order to receive payment of the award, Mr. Wesley had to remain employed with the Company through December 31, 2010, or if he terminated employment prior thereto, he had to strictly adhere to certain non-compete and confidentiality restrictions until December 31, 2010. The award was paid in the form of shares on January 3, 2011, the first business day that the New York Stock Exchange was open in January 2011.
Remarks:
On September 8, 2010, Mr. Wesley made a gift of 10,781 shares of the issuer's common stock to Glenwood School for Boys and Girls. On September 10, 2010, Mr. Wesley made a gift of 13,140 shares of the issuer's common stock to Glenwood School for Boys and Girls. On January 3, 2011, a restricted stock unit award (RSUs) granted to Mr. Wesley on February 25, 2008 vested and became payable in shares of the issuer's common stock. Mr. Wesley was paid 50,000 shares of the issuer's common stock (one share for each restricted stock unit which vested). The Company withheld 19,800 shares in payment of taxes. As a result of these transactions, Mr. Wesley increased his direct ownership to 160,001 shares of Fortune Brands common stock. He continues to own options to purchase 938,237 of the issuer's common stock. Also, Mr. Wesley indirectly owns 16,070 shares of issuer's common stock through an IRA account with Citigroup Global Markets, Inc.
Angela M. Pla, Attorney-in-Fact for Norman H. Wesley 01/05/2011
** 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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