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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) | $ 61.54 | 02/22/2011 | A(2) | 146,700 | 02/22/2012 | 02/22/2021 | Common Stock | 146,700 | $ 0 | 146,700 | D | ||||
Restricted Stock Units | (3) | 02/22/2011 | A(4) | 53,600 | (5) | (5) | Common Stock | 53,600 | $ 0 | 53,600 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARBONARI BRUCE A 520 LAKE COOK ROAD DEERFIELD, IL 60015 |
X | Chairman and CEO |
Angela M. Pla, Attorney-in-Fact for Bruce A. Carbonari | 02/24/2011 | |
**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) | The number of shares 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, 2011. |
(2) | Reflects the grant of options under the issuer's 2007 Long-Term Incentive Plan. The options vest in three equal annual installments beginning February 22, 2012. |
(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 2014 if Mr. Carbonari (a) remains employed with the Company through January 31, 2014 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 31, 2014. |
Remarks: On February 22, 2011, Mr. Carbonari received a grant of options to purchase 146,700 shares of the issuer's common stock and a grant of 53,600 restricted stock units under the issuer's 2007 Long-Term Incentive Plan. After these grants, Mr. Carbonari owns options to purchase 1,466,190 shares of the issuer's common stock and the right to receive 149,000 shares of common stock if certain conditions are met under the restricted stock unit grants. Mr. Carbonari continues to directly own 90,373 shares of the issuer's common stock. In addition, he indirectly owns 15,007 shares of issuer's common stock through his participation in the issuer's retirement savings plan. |