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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OMTVEDT CRAIG P 520 LAKE COOK ROAD DEERFIELD, IL 60015 |
Sr. Vice President & CFO |
Mark A. Roche, Attorney-in-Fact for Craig P. Omtvedt | 02/16/2006 | |
**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 grant of a performance award to the undersigned under the issuer's Long-Term Incentive Plans in a transaction exempt under Rule 16b-3(d). |
(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) | Under the terms of the issuer's Long-Term Incentive Plans, the undersigned elected to recive his award in cash and for reporting purposes is deemed to have transferred back to the issuer shares of the issuer's common stock in a transaction exempt under Rule 16b-3(e). |
(4) | 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 14, 2006. |
Remarks: Mr. Omtvedt earned a performance award equivalent to 26,123 shares of the issuer's common stock for the performance period 2003-2006, pursuant to the isser's Long-Term Incentive Plans. Payment of the performance award was approved on February 13, 2006. The issuer withheld 9,018 of these shares in payment of withholding taxes due as a result of the award. Having significantly exceeded the Company's guidelines for executive stock ownership, Mr. Omtvedt elected to receive the remainder of the award (equivalent to the value of 17,105 shares) in cash. These transactions did not change Mr. Omtvedt's ownership of company stock. Mr. Omtvedt continues to directly own 45,335 shares of the issuer's common stock and options to purchase 414,246 shares of common stock. He also indirectly owns 2,535 shares of the issuer's stock through his participation in the Fortune Brands Retirement Savings Plan. |