Edgar Filing: Graves Andrew E

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Graves Andrew E

2. Issuer Name and Ticker or Trading Symbol
BRUNSWICK CORP [BC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
PRES BRUNSWICK BOAT GROUP

(Last)

(First)

(Middle)

BRUNSWICK CORPORATION, 1 N FIELD COURT

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2010

(Street)

LAKE FOREST, IL 60045

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2010		A		7,800 ⁽¹⁾	A	$ 0	30,970	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights ⁽²⁾

$ 11.08

02/09/2010

62,000

⁽³⁾

02/09/2020

Common Stock

62,000

$ 11.08

62,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Graves Andrew E BRUNSWICK CORPORATION 1 N FIELD COURT LAKE FOREST, IL 60045			PRES BRUNSWICK BOAT GROUP

Signatures

By: Power of Attorney For: /s/ Andrew Graves		02/11/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock granted under the 2003 Stock Incentive Plan with right to have shares withheld to pay income taxes on lapse of restrictions.
(2)	Employee Stock-Settled Stock Appreciation Right granted under the 2003 Stock Incentive Plan.
(3)	One-fourth of the total shares granted may be exercised on each of the first, second, third, and fourth anniversaries following grant date.
Remarks: Does not include phantom stock units acquired under the Company's excess benefit plan (the "Restoration Plan"), which are to be settled in cash upon the reporting person's retirement or other termination of employment. Units allocated to the reporting person under the Restoration Plan represent approximately 13,846 phantom stock units based on a plan statement dated December 31, 2009. Phantom stock units held under the Restoration Plan were included in holdings of shares of common stock on Forms 4 previously filed by the reporting person. Beneficial holdings include 103 shares acquired pursuant to dividend reinvestment in 2009.

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