Statement of Changes in Beneficial Ownership (4)
December 19 2022 - 4:41PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Donoghue Hiranda S |
2. Issuer Name and Ticker or Trading Symbol
Fortune Brands Innovations, Inc.
[
FBIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP Chief Legal & Secretary |
(Last)
(First)
(Middle)
FORTUNE BRANDS INNOVATIONS, INC., 520 LAKE COOK ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2022 |
(Street)
DEERFIELD, IL 60015
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, Par Value $0.01 | 12/15/2022 | | A(1) | | 4836 | A | $0.00 | 18286 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Options (Right to Buy) | $76.60 (3) | | | | | | | 2/28/2023 | 2/28/2032 | Common Stock | 9841 (3) | | 9841 | D | |
Explanation of Responses: |
(1) | Reflects the grant of restricted stock units ("RSUs") payable in shares of the issuer's common stock under its Long-Term Incentive Plans. Pursuant to the Employee Matters Agreement between the issuer and MasterBrand, Inc. dated December 14, 2022 (the "EMA"), in connection with the spin-off of MasterBrand, Inc. from the issuer, each performance share award held by the reporting person immediately before the Spin-Off has been replaced with an RSU award. The number of RSUs granted was based on the number of performance share awards that would have been earned based on projected performance through the end of the performance period. The RSUs vest at the end of the applicable performance period of the corresponding performance share award and are subject to continued employment through the original vesting date. |
(2) | Includes a total of 18,286 RSUs that have not yet vested or settled. Pursuant to the terms of the EMA, each RSU held by the reporting person immediately before the Spin-Off has been adjusted using a conversion ratio as defined in the EMA. Each adjusted RSU otherwise has substantially the same terms and conditions and shall continue to vest subject to continued employment with the issuer through the original vesting dates. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9. |
(3) | Pursuant to the EMA, the strike price and the number of underlying shares of each unvested and vested but unexercised stock option held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Each adjusted option otherwise has substantially the same terms and conditions and shall continue to vest subject to continued employment with the issuer through the original vesting dates. Such adjustment is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Donoghue Hiranda S FORTUNE BRANDS INNOVATIONS, INC. 520 LAKE COOK ROAD DEERFIELD, IL 60015 |
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| EVP Chief Legal & Secretary |
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Signatures
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/s/ Angela M. Pla, Attorney-in-Fact for Hiranda S. Donoghue | | 12/19/2022 |
**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 control number. |
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