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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fortune Brands Home & Security, Inc. [ FBHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, Par Value $0.01 | 02/13/2012 | A(1) | 65,758 | A | $0 | 102,815 | D | |||
Common Stock, Par Value $0.01 | 02/13/2012 | F(2) | 27,257 | D | $19.32 | 75,558 | D | |||
Common Stock, Par Value $0.01 | 02/13/2012 | A(3) | 88,998 | A | $0 | 164,556 | D | |||
Common Stock, Par Value $0.01 | 02/13/2012 | F(2) | 31,718 | D | $19.32 | 132,838 | D | |||
Common Stock, Par Value $0.01 | 02/13/2012 | A(4) | 75,721 | A | $0 | 208,559(5) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents shares of the issuer's common stock acquired by the reporting person as a result of the settlement of the 2009 restricted stock units (RSUs) previously awarded by Fortune Brands, Inc. (n/k/a Beam Inc.). |
2. Reflects the withholding by the issuer of shares having a fair market value equal to the withholding taxes due by the reporting person. |
3. Represents shares of the issuer's common stock acquired by the reporting person as a result of the settlement of the 2009-2011 performance share awards previously awarded by Fortune Brands, Inc. (n/k/a Beam Inc.). |
4. Represents restricted stock units awarded to the reporting person as a result of the conversion of the 2010-2012 performance share awards previously awarded by Fortune Brands, Inc. (n/k/a Beam Inc.). This conversion occurred pursuant to the terms of the Employee Matters Agreement dated September 28, 2011, between FBHS and Fortune Brands, Inc. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Subject to the reporting person's continued service with the issuer, the restricted stock units shall vest on December 31, 2012. |
5. Includes 75,721 RSUs that have not yet vested. |
/s/ Angela M. Pla, Attorney-in-Fact for Christopher J. Klein | 02/15/2012 | |
** 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). | ||
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. |