Form 4 HAUSBERG MARK For: Sep 21 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

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^*

HAUSBERG MARK

(Last)

(First)

(Middle)

520 LAKE COOK ROAD

(Street)

DEERFIELD

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP - Finance & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2009

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $3.125	09/21/2009		M⁽¹⁾		2,196	A	$ 32.58	30,456	D
Common Stock, Par Value $3.125	09/21/2009		F⁽²⁾		1,563	D	$ 45.78	28,893	D
Common Stock, Par Value $3.125								1,300 ⁽³⁾	I	By Fortune Brands, Inc. Retirement Savings Plan Trust

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Right to Buy)

$ 32.58

09/21/2009

M⁽¹⁾

2,196

11/15/2000

11/15/2009

Common Stock

2,196

$ 32.58

Explanation of Responses:
1. Reflects the exercise of options issued under the issuer's Long-Term Incentive Plans.
2. Reflects the withholding by the issuer of shares having a fair market value equal to the exercise price of the option.
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 September 21, 2009.
Remarks: On September 21, 2009, Mr. Hausberg exercised 2,196 options granted to him under the issuer's Long-Term Incentive Plans. 1,563 shares were withheld in payment of the exercise price. As a result of this transaction, Mr. Hausberg increased his direct ownership to 28,893 shares of the issuer's common stock. Mr. Hausberg holds options to purchase 231,938 shares and he has the right to acquire 11,000 restricted stock units if certain conditions are met. He indirectly holds 1,300 shares of the issuer's common stock through his participation in the Fortune Brands Retirement Savings Plan.

	/s/ Angela M. Pla, Attorney-in-Fact for Mark Hausberg	09/24/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment