SEC Form 4 · accession 0001225208-15-012834
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Owens
Officer — President and CEO
Period of report
May 26, 2015
Accepted (ET)
May 27, 2015 · 2:03 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 StockF1,F2,F3 | May 26, 2015 | S | 1,800 | $41.66 | D | 157,587 | D | |
| Common StockF4 | holding | — | — | — | 336 | I | By 401(k) Plan | |
| Common StockF5 | holding | — | — | — | 280 | I | By Son |
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)F6 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 48,331 | 48,331 | D |
| Employee Stock Option (Right-to-Buy)F7,F8 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 112,727 | 112,727 | D |
| Employee Stock Option (Right-to-Buy)F9 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 79,061 | 79,061 | D |
| Employee Stock Option (Right-to-Buy)F10 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 80,697 | 80,697 | D |
| Employee Stock Option (Right-to-Buy)F6 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 77,881 | 77,881 | D |
| Employee Stock Option (Right-to-Buy)F6 | $25.19 | holding | — | — | — | — | Jul 7, 2021 | Common Stock | 15,748 | 15,748 | D |
| Employee Stock Option (Right-to-Buy)F6 | $19.03 | holding | — | — | — | — | Oct 2, 2018 | Common Stock | 7,385 | 7,385 | D |
| Employee Stock Option (Right-to-Buy)F6 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 33,275 | 33,275 | D |
| Employee Stock Option (Right-to-Buy)F6 | $14.15 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 47,663 | 47,663 | D |
| Restricted Stock UnitsF11,F7,F8 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 28,958 | 28,958 | D |
| Restricted Stock UnitsF11,F7,F12 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 15,843 | 15,843 | D |
Explanation of responses
- F1The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2014.
- F10Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
- F11H.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.
- F12H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015, subject to one or more performance measures being achieved.
- F2The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $41.66 to $41.68. 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: 189,261 restricted shares were awarded. Amount includes (i) 26,625 restricted shares that are 100% vested; (ii) 6,502 restricted shares that vest in three equal installments beginning on July 7, 2012; and (iii) subject to one or more performance measures being achieved, (a) 19,961 restricted shares that vested in three equal installments beginning on Jan. 20, 2012; (b) 31,472 restricted shares that vest in three equal installments beginning on Jan. 26, 2013; (c) 30,794 restricted shares that will vest in three equal annual installments beginning on Jan. 24, 2014; and (d) 73,907 restricted shares (50% of these shares will vest on January 24, 2016 and 50% will vest on Jan. 24, 2017). Total 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.
- F5Held jointly by spouse and son.
- F6Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
- F7H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F8H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F9Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.