Sec Form 4 Filing - Fink Nicholas I. @ Fortune Brands Innovations, Inc. - 2022-12-15

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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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/YY)
12/15/2022
(Street)
DEERFIELD, IL60015
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/06/2022 G V 1,476 D $ 0 90,639( 1 )( 2 ) D
Common Stock, Par Value $0.01 12/15/2022 A( 3 ) 209,258 A $ 0 305,973( 4 ) D
Common Stock, Par Value $0.01 05/06/2022 G V 1,476 A $ 0 2,416 I Held by trusts for the benefit of heirs
Common Stock, Par Value $0.01 31,320( 2 ) I Held by grantor retained annuity trust for the benefit of heirs
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 44.27( 5 ) 02/28/2017 02/28/2026 Common Stock 31,314( 5 ) 31,314 D
Options (Right to Buy) $ 51.31( 5 ) 02/28/2018 02/27/2027 Common Stock 30,930( 5 ) 30,930 D
Options (Right to Buy) $ 55.98( 5 ) 02/28/2019 02/26/2028 Common Stock 32,074( 5 ) 32,074 D
Options (Right to Buy) $ 41.42( 5 ) 03/05/2020 03/05/2029 Common Stock 75,977( 5 ) 75,977 D
Options (Right to Buy) $ 61.12( 5 ) 02/28/2021 02/24/2030 Common Stock 111,463( 5 ) 111,463 D
Options (Right to Buy) $ 76.63( 5 ) 02/28/2022 02/22/2031 Common Stock 71,056( 5 ) 71,056 D
Options (Right to Buy) $ 73.22( 5 ) 12/07/2022 12/07/2030 Common Stock 24,784( 5 ) 24,784 D
Options (Right to Buy) $ 76.6( 5 ) 02/28/2023 02/28/2032 Common Stock 78,184( 5 ) 78,184 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fink Nicholas I.
FORTUNE BRANDS INNOVATIONS, INC.
520 LAKE COOK ROAD
DEERFIELD, IL60015
X Chief Executive Officer
Signatures
/s/ Angela M. Pla, Attorney-in-Fact for Nicholas I. Fink 12/19/2022
Signature of Reporting Person Date
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 iss uer 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.

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