SEC Form 4 · accession 0001225208-15-002105

FULLER H B CO · FUL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Timothy J Keenan

Officer — VP, Gen. Counsel & Corp. Sec.

Period of report

Jan 23, 2015

Accepted (ET)

Jan 27, 2015 · 9:12 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000039368

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jan 23, 2015	M	898	$40.66	A	24,351	D
Common Stock^F1	Jan 23, 2015	F	278	$40.66	D	24,073	D
Common Stock	Jan 24, 2015	M	1,321	$40.66	A	25,394	D
Common Stock^F2,F3	Jan 24, 2015	F	413	$40.66	D	24,981	D
Common Stock^F4	holding	—	—		—	5	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F7,F5,F6	$0.00	Jan 23, 2015	M	898	D	—	Jan 23, 2017	Common Stock	898	1,824	D
Restricted Stock Units^F10,F8,F9	$0.00	Jan 24, 2015	M	1,321	D	—	Jan 24, 2016	Common Stock	1,321	1,364	D
Employee Stock Option (Right-to-Buy)^F11	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	15,822	15,822	D
Employee Stock Option (Right-to-Buy)^F12	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	12,534	12,534	D
Employee Stock Option (Right-to-Buy)^F13	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	9,154	9,154	D
Employee Stock Option (Right-to-Buy)^F14	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	10,291	10,291	D
Employee Stock Option (Right-to-Buy)^F15	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	14,278	14,278	D
Employee Stock Option (Right-to-Buy)^F11	$20.57	holding	—	—	—	—	Dec 3, 2019	Common Stock	17,505	17,505	D
Employee Stock Option (Right-to-Buy)^F11	$26.79	holding	—	—	—	—	Dec 4, 2016	Common Stock	16,077	16,077	D
Employee Stock Option (Right-to-Buy)^F11	$14.15	holding	—	—	—	—	Dec 4, 2018	Common Stock	28,037	28,037	D
Employee Stock Option (Right-to-Buy)^F11	$26.65	holding	—	—	—	—	Dec 6, 2017	Common Stock	14,200	14,200	D
Phantom Units^F18,F16,F17	$0.00	holding	—	—	—	—	—	Common Stock	4,549	4,549	D
Restricted Stock Units^F5,F19	$0.00	holding	—	—	—	—	Jan 22, 2018	Common Stock	3,201	3,201	D
Restricted Stock Units^F10,F8,F20	$0.00	holding	—	—	—	—	Jan 26, 2015	Common Stock	2,028	2,028	D

Explanation of responses

F1Shares withheld for taxes due on 898 shares issues pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
F10Amended and Restated Year 2000 Stock Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan.
F11Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
F12H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
F132013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
F14Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
F15Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.
F16Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
F17Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.
F18Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount (acquired after 12-31-04) includes stock units acquired pursuant to a dividend equivalent feature of the Key Employees' Deferred Compensation Plan.
F19H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
F2Shares withheld for taxes due on 1,321 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.
F20Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 26, 2013.
F3Amended and Restated Year 2000 Stock Incentive Plan: 27,973 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 4,165 restricted shares that vested effective December 4, 2009; 3,557 restricted shares that vested effective December 6, 2010; 6,455 restricted shares that vested effective December 4, 2011; 7,261 restricted shares that vested in three equal annual installments beginning on December 3, 2010; and 6,535 restricted shares that vested in three equal annual installments beginning on January 20, 2012. Amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.
F4401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
F5H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F6H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.
F7H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of H.B. Fuller Company 2013 Master Incentive Plan.
F8Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F9Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 24, 2014.