SEC Form 4 · accession 0001225208-15-009165
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Martsching
Officer — VP, Corporate Controller
Period of report
Apr 1, 2015
Accepted (ET)
Apr 2, 2015 · 2:10 pm EDT
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 | Apr 1, 2015 | M | 4,200 | $14.15 | A | 13,026 | D | |
| Common StockF1,F2 | Apr 1, 2015 | S | 4,200 | $42.7688 | D | 8,826 | D | |
| Common Stock | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right-to-Buy)F3 | $14.15 | Apr 1, 2015 | M | 4,200 | D | — | Dec 4, 2018 | Common Stock | 4,200 | 4,211 | D |
| Employee Stock Option (Right-to-Buy)F3 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 4,315 | 4,315 | D |
| Employee Stock Option (Right-to-Buy)F4 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F5 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 5,326 | 5,326 | D |
| Employee Stock Option (Right-to-Buy)F6 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F3 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 3,504 | 3,504 | D |
| Employee Stock Option (Right-to-Buy)F7 | $38.31 | holding | — | — | — | — | Apr 10, 2023 | Common Stock | 658 | 658 | D |
| Employee Stock Option (Right-to-Buy)F3 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 4,340 | 4,340 | D |
| Phantom UnitsF10,F8,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,923 | 2,923 | D |
| Restricted Stock UnitsF13,F11,F12 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 1,867 | 1,867 | D |
| Restricted Stock UnitsF13,F11,F14 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 1,064 | 1,064 | D |
Explanation of responses
- F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $42.51 to $43.09. The reporting person will provide to the issuer, a security holder of theissuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
- F10Key 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 Employee Deferred Compensation Plan.
- F11H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F12H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F13H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.
- F14H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.
- F2Amended and Restated Year 2000 Stock Incentive Plan: 2,738 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 1,416 restricted shares that vested in three equal annual installments beginning on January 26, 2013; 1,071 restricted shares that will vest in three equal annual installments beginning on January 24,2014 and 251 restricted shares that will vest in full on April 10, 2016. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.
- F3Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
- F4H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- F5H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F6Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
- F7Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.
- F8Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F9Key Employee Deferred 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 DeferredCompensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.