SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

Black Mark A

(Last)

(First)

(Middle)

C/O ACUITY BRANDS, INC.

1170 PEACHTREE STREET, NESUITE 2400

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACUITY BRANDS INC [ AYI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP- Customer Enabling Team Ld

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2012

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	02/15/2012		M		4,300	A	$40.29	36,412⁽¹⁾	D
Common Stock	02/15/2012		S		4,300	D	$59.6⁽²⁾	32,112⁽¹⁾	D
Common Stock	02/15/2012		M		8,000	A	$22.86	40,112⁽¹⁾	D
Common Stock	02/15/2012		S		8,000	D	$59.6⁽²⁾	32,112⁽¹⁾	D
Common Stock	02/15/2012		M		11,966	A	$31.96	44,078⁽¹⁾	D
Common Stock	02/15/2012		S		11,966	D	$59.6⁽²⁾	32,112⁽¹⁾	D
Common Stock	02/15/2012		M		9,934	A	$33.49	42,046⁽¹⁾	D
Common Stock	02/15/2012		S		9,934	D	$59.6⁽²⁾	32,112⁽¹⁾	D
Common Stock	02/15/2012		M		4,590	A	$50.56	36,702⁽¹⁾	D
Common Stock	02/15/2012		S		4,590	D	$59.6⁽²⁾	32,112⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$40.29	02/15/2012		M			4,300	⁽³⁾	11/02/2017	Common Stock	4,300	$0	0	D
Non-Qualified Stock Option	$22.86	02/15/2012		M			8,000	⁽⁴⁾	04/06/2019	Common Stock	8,000	$0	8,000	D
Non-Qualified Stock Option	$31.96	02/15/2012		M			11,966	⁽⁵⁾	10/24/2018	Common Stock	11,966	$0	0	D
Non-Qualified Stock Option	$33.49	02/15/2012		M			9,934	⁽⁶⁾	10/25/2019	Common Stock	9,934	$0	4,966	D
Non-Qualified Stock Option	$50.56	02/15/2012		M			4,590	⁽⁷⁾	10/24/2020	Common Stock	4,590	$0	9,180	D

Explanation of Responses:

1. The total direct shares owned includes 32,112 time-vesting restricted shares.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.67 to $60.24, inclusive. The Reporting Person undertakes to provide to Acuity Brands, Inc., any security holder of Acuity Brands, Inc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

3. These options vest ratably over a three-year period and became fully vested on November 2, 2010.

4. These options vest ratably over a three-year period and will become fully vested on April 6, 2012.

5. These options vest ratably over a three-year period and became fully vested on October 24, 2011.

6. These options vest ratably over a three-year period and will become fully vested on October 26, 2012.

7. These options vest ratably over a three-year period and will become fully vested on October 25, 2013.

	Mark A. Black	02/16/2012
	** 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).
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