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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 Units | (4) | 01/03/2011 | M(2) | 50,000 | (5) | (5) | Common | 50,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WESLEY NORMAN H 520 LAKE COOK ROAD DEERFIELD, IL 60015 |
X |
Angela M. Pla, Attorney-in-Fact for Norman H. Wesley | 01/05/2011 | |
**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 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. |