FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Fink Nicholas I.
2. Issuer Name and Ticker or Trading Symbol

Fortune Brands Innovations, Inc. [ FBIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/6/2022  G  V 1476 D$0.00 90639 (1)(2)D  
Common Stock, Par Value $0.01 12/15/2022  A(3)  209258 A$0.00 305973 (4)D  
Common Stock, Par Value $0.01 5/6/2022  G  V 1476 A$0.00 2416 I Held by trusts for the benefit of heirs 
Common Stock, Par Value $0.01         31320 (2)I Held by grantor retained annuity trust for the benefit of heirs 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options (Right to Buy) $44.27 (5)          2/28/2017 2/28/2026 Common Stock 31314 (5) 31314 D  
Options (Right to Buy) $51.31 (5)          2/28/2018 2/27/2027 Common Stock 30930 (5) 30930 D  
Options (Right to Buy) $55.98 (5)          2/28/2019 2/26/2028 Common Stock 32074 (5) 32074 D  
Options (Right to Buy) $41.42 (5)          3/5/2020 3/5/2029 Common Stock 75977 (5) 75977 D  
Options (Right to Buy) $61.12 (5)          2/28/2021 2/24/2030 Common Stock 111463 (5) 111463 D  
Options (Right to Buy) $76.63 (5)          2/28/2022 2/22/2031 Common Stock 71056 (5) 71056 D  
Options (Right to Buy) $73.22 (5)          12/7/2022 12/7/2030 Common Stock 24784 (5) 24784 D  
Options (Right to Buy) $76.60 (5)          2/28/2023 2/28/2032 Common Stock 78184 (5) 78184 D  

Explanation of Responses:
(1) Included a total of 45,137 restricted stock units that had not yet vested.
(2) On April 29, 2022, Mr. Fink contributed 31,320 shares of the issuer's common stock to a grantor retained annuity trust for the benefit of his heirs, of which Mr. Fink is the Trustee.
(3) 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.
(4) Includes a total of 260,471 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.
(5) 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fink Nicholas I.
FORTUNE BRANDS INNOVATIONS, INC.
520 LAKE COOK ROAD
DEERFIELD, IL 60015
X
Chief Executive Officer

Signatures
/s/ Angela M. Pla, Attorney-in-Fact for Nicholas I. Fink12/19/2022
**Signature of Reporting PersonDate


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.
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