SEC Form 4 · accession 0001225208-16-024650
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Giertz
Officer — Executive VP and CFO
Period of report
Jan 19, 2016
Accepted (ET)
Jan 21, 2016 · 7:23 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 StockF1 | holding | — | — | — | 78,067 | D | ||
| Common StockF2 | holding | — | — | — | 1,161 | 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 | $33.38 | Jan 19, 2016 | A | 37,291 | A | — | Jan 19, 2026 | Common Stock | 37,291 | 37,291 | D |
| Restricted Stock UnitsF5,F4,F6,F7 | $0.00 | Jan 19, 2016 | A | 4,265 | A | — | — | Common Stock | 4,265 | 4,265 | D |
| Restricted Stock UnitsF4,F8 | $0.00 | Jan 19, 2016 | A | 4,266 | A | — | Jan 19, 2019 | Common Stock | 4,266 | 4,266 | D |
| Employee Stock Option (Right-to-Buy)F9 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 28,768 | 28,768 | D |
| Employee Stock Option (Right-to-Buy)F10 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 28,486 | 28,486 | D |
| Employee Stock Option (Right-to-Buy)F11 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 22,886 | 22,886 | D |
| Employee Stock Option (Right-to-Buy)F12 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 22,455 | 22,455 | D |
| Employee Stock Option (Right-to-Buy)F9 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 28,556 | 28,556 | D |
| Employee Stock Option (Right-to-Buy)F9 | $14.15 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 47,663 | 47,663 | D |
| Restricted Stock UnitsF4,F13 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 7,366 | 7,366 | D |
| Restricted Stock UnitsF4,F14 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 4,618 | 4,618 | D |
Explanation of responses
- F1Amended and Restated Year 2000 Stock Incentive Plan: 62,168 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 6,002 restricted shares that vested effective April 2, 2011; 10,974 restricted shares that vested effective December 4, 2011; 13,202 restricted shares that vested in three equal annual installments beginning on December 3, 2010; 11,882 restricted shares that vested in three equal annual installments beginning on January 20, 2012; 11,540 restricted shares that vested in three equal annual installments beginning on January 26, 2013; and 8,568 shares that will vest in three equal annual installments beginning on January 24, 2014. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.
- F10H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- F11H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F12Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
- 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.
- F2401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F3H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F4H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F5H.B. Fuller Company 2013 Master Incentive Plan: Each restricted stock unit represents a contingent right to receive one share of H.B. Fuller common stock. Prior to vesting, the number of units subject to the award will be adjusted based on the company's return on invested capital performance for the applicable year. The number of units may increase to as much as 200% or decrease as low as 0% of the initial number of units depending on the level of ROIC performance. The grant amount is shown at a target level of performance.
- F6H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three annual installments beginning on January 19, 2017 upon H.B. Fuller achieving return on invested capital at least at the threshold level of performance in each year of the three years of vesting. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F7These restricted stock units expire on January 19, 2019.
- F8H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F9Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.