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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 | ||||||||
Options (Right to Buy) | $ 43.67 | 02/22/2010 | A(2) | 33,800 | 02/22/2011 | 02/22/2017 | Common Stock | 33,800 | $ 0 | 33,800 | D | ||||
Restricted Stock Units | (3) | 02/22/2010 | A(4) | 10,200 | (5) | (5) | Common Stock | 10,200 | $ 0 | 10,200 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROCHE MARK A 520 LAKE COOK ROAD DEERFIELD, IL 60015 |
Sr. VP General Counsel & Secy |
Angela M. Pla, Attorney-in-Fact for Mark A. Roche | 02/24/2010 | |
**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) | 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 22, 2010. |
(2) | Reflects the grant of options under the issuer's Long-Term Incentive Plans. The options vest in three equal annual installments beginning February 22, 2011. |
(3) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(4) | Reflects the grant of restricted stock unit awards payable in shares of the Company's common stock under the issuer's Long-Term Incentive Plans. |
(5) | Full payment of the award will be made in the form of shares in 2013 if Mr. Roche (a) remains employed with the Company through January 31, 2013 and certain performance goals are met and (b) complies with a non-compete in the event of retirement. Full payment of the award may be made earlier in the event of death or disability prior to January 13, 2010. |
Remarks: On February 22, 2010, Mr. Roche received a grant of options to purchase 33,800 of the issuer's common stock and an award of 10,200 restricted stock units under the issuer's 2007 Long-Term Incentive Plan. After this transaction, Mr. Roche owns options to purchase 524,636 shares and owns 36,900 restricted stock units. Mr. Roche continues to directly own 65,483 shares of the issuer's common stock. In addition, he indirectly owns 16,214 shares of issuer's common stock through his participation in the issuer's retirement savings plan. |