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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (RSUs) | (4) | 02/03/2010 | M(1) | 6,500 | (5) | (5) | Common | 6,500 | $ 0 | 13,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OMTVEDT CRAIG P 520 LAKE COOK ROAD DEERFIELD, IL 60015 |
Senior Vice President & CFO | |||
| Angela M. Pla, Attorney-in-Fact for Craig P. Omtvedt | 02/05/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. | |