View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
BROWNING PETER C
(Last) (First) (Middle)
1170 PEACHTREE STREET, NE
SUITE 2400
(Street)
ATLANTA GA 30309
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACUITY BRANDS INC [ AYI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2003
4. If Amendment, Date of 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
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
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 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
Non-Qualified Stock Option $23.69 12/18/2003 A 1,500 12/18/2004 12/17/2013 Common Stock 1,500 $0 1,500 D
Stock Units(1) (2) 12/18/2003 A 350 (3) (3) Common Stock 350 $0 6,451 D
Explanation of Responses:
1. Stock Units are accrued under the Issuer's Nonemployee Directors' Deferred Stock Unit Plan and are payable in cash upon retirement in either lump sum or five annual installments. Accruals include an annual grant, required and elective deferral of director fees, and reinvestment of dividend equivalents. During the Reporting Period, the annual grant was awarded to the Reporting Person resulting in an increase in the number of units held.
2. 1-for-1
3. Stock Units issued pursuant to the Plan are payable in cash upon retirement in either a lump sum or five annual installments.
By: Jill A. Gilmer, Power of Attorney for For: Peter C. Browning 12/22/2003
** 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.


                                POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned
hereby constitutes and appoints  ach of  Helen D. Haines,
Vice  President and Secretary, and Jill A. Gilmer, Assistant
Secretary, signing singly, the undersigned's true and
lawful  attorney-in-fact to:

1.   execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer  and/or  director of
Acuity  Brands, Inc. (the "Company"), Forms 3, 4, and 5 in
accordance  with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

2.   do and perform any and all acts for and on behalf of
the undersigned  which may be necessary or desirable to
complete and execute any such Form 3, 4, or 5, complete
and execute any amendment or amendments thereto, and
timely file such form with the United States  Securities
and Exchange Commission and any stock exchange or similar
authority; and

3.   take  any  other  action  of any type  whatsoever  in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally  required by, the  undersigned,  it being
understood that the documents executed by such attorney-in-
fact on behalf of the  undersigned  pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
power of  attorney  and the  rights  and  powers
herein granted. The undersigned acknowledges that the
foregoing  attorneys-in-fact,  in serving in such
capacity at the request of the  undersigned,  are not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.

     This Power of  Attorney  shall  remain in full force
and effect until the undersigned is no longer required to
file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the
Company, unless earlier revoked by the  undersigned in
a signed writing delivered to the foregoing attorneys-
in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 22nd day of
August, 2002.



                      /s/ Peter C. Browning
                     -----------------------------------
                              Signature

                        Peter C. Browning
                     -----------------------------------
                               Print Name