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^*

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)
05/06/2011

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	05/06/2011		M⁽¹⁾		14,213	A	$30.54	46,753	D
Common Stock, Par Value $3.125	05/06/2011		S		14,213	D	$63.7892⁽²⁾	32,540	D
Common Stock, Par Value $3.125	05/06/2011		M⁽¹⁾		3,274	A	$30.54	35,814	D
Common Stock, Par Value $3.125	05/06/2011		F		1,574	D⁽³⁾	$63.5	34,240	D
Common Stock, Par Value $3.125								1,323⁽⁴⁾	I	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 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)
Options (Right to Buy)	$30.54	05/06/2011		M⁽¹⁾			14,213	09/24/2002	09/24/2011	Common Stock	14,213	$0	3,274	D
Options (Right to Buy)	$30.54	05/06/2011		M⁽¹⁾			3,274	09/24/2002	09/24/2011	Common Stock	3,274	$0	0	D

Explanation of Responses:

1. Reflects the exercise of options issued under the issuer's Long-Term Incentive Plans.

2. The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $63.39 to $64.09, inclusive. The reporting person undertakes to provide to the SEC, the issuer and any security holder full information regarding the number of shares and the prices at which the shares were sold.

3. Reflects the number of shares delivered in payment of the exercise price.

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 May 6, 2011.

Remarks:

On May 6, 2011, Mr. Hausberg exercised and subsequently sold 14,213 options granted to him under the issuer's Long-Term Incentive Plans. That same day, he also exercised 3,274 options granted to him. Mr. Hausberg delivered 1,574 shares in payment of the exercise price. After these transactions, Mr. Hausberg increased his direct ownership to from 32,540 to 34,240 shares of the issuer's common stock. Mr. Hausberg continues to hold options to purchase 212,863 shares. Mr. Hausberg has the right to acquire 18,800 restricted stock units if certain conditions are met. He also owns 1,323 shares indirectly through his participation in the Fortune Brands, Inc. Retirement Savings Plan.

	Angela M. Pla, Attorney-in-Fact for Mark Hausberg	05/10/2011
	** 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).
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