SEC Form 4 · accession 0001225208-15-010057

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

Apr 13, 2015

Accepted (ET)

Apr 15, 2015 · 11:29 am 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 13, 2015	M	16,077	$26.79	A	41,797	D
Common Stock^F1	Apr 13, 2015	S	2,056	$43.6639	D	39,741	D
Common Stock^F2,F3	Apr 13, 2015	S	16,077	$43.6604	D	23,664	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
Employee Stock Option (Right-to-Buy)^F5	$26.79	Apr 13, 2015	M	16,077	D	—	Dec 4, 2016	Common Stock	16,077	0	D
Employee Stock Option (Right-to-Buy)^F5	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	15,822	15,822	D
Employee Stock Option (Right-to-Buy)^F6	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	12,534	12,534	D
Employee Stock Option (Right-to-Buy)^F7	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	9,154	9,154	D
Employee Stock Option (Right-to-Buy)^F8	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	10,291	10,291	D
Employee Stock Option (Right-to-Buy)^F5	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	14,278	14,278	D
Employee Stock Option (Right-to-Buy)^F5	$20.57	holding	—	—	—	—	Dec 3, 2019	Common Stock	17,505	17,505	D
Employee Stock Option (Right-to-Buy)^F5	$14.15	holding	—	—	—	—	Dec 4, 2018	Common Stock	28,037	28,037	D
Employee Stock Option (Right-to-Buy)^F5	$26.65	holding	—	—	—	—	Dec 6, 2017	Common Stock	14,200	14,200	D
Phantom Units^F11,F9,F10	$0.00	holding	—	—	—	—	—	Common Stock	2,508	2,508	D
Restricted Stock Units^F12,F13	$0.00	holding	—	—	—	—	Jan 22, 2018	Common Stock	3,210	3,210	D
Restricted Stock Units^F15,F12,F14	$0.00	holding	—	—	—	—	Jan 23, 2017	Common Stock	1,829	1,829	D
Restricted Stock Units^F18,F16,F17	$0.00	holding	—	—	—	—	Jan 24, 2016	Common Stock	1,365	1,365	D

Explanation of responses

F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $43.51 to $43.81. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
F10Deferred 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.
F11Key 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.
F12H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F13H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
F14H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.
F15H.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.
F16Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F17Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 24, 2014.
F18Amended 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.
F2The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $43.51 to $43.86. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
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.
F5Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
F6H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
F72013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
F8Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
F9Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.