SEC Form 4 · accession 0001225208-16-024656

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

Jan 19, 2016

Accepted (ET)

Jan 21, 2016 · 7:36 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000039368

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—	—	151,664	D
Common Stock^F2	holding	—	—	—	338	I	By 401(k) Plan
Common Stock^F3	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)^F4	$33.38	Jan 19, 2016	A	182,039	A	—	Jan 19, 2026	Common Stock	182,039	182,039	D
Restricted Stock Units^F6,F5,F7,F8	$0.00	Jan 19, 2016	A	20,823	A	—	—	Common Stock	20,823	20,823	D
Restricted Stock Units^F5,F9	$0.00	Jan 19, 2016	A	20,823	A	—	Jan 19, 2019	Common Stock	20,823	20,823	D
Employee Stock Option (Right-to-Buy)^F10	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	48,331	48,331	D
Employee Stock Option (Right-to-Buy)^F11	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	112,727	112,727	D
Employee Stock Option (Right-to-Buy)^F12	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	79,061	79,061	D
Employee Stock Option (Right-to-Buy)^F13	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	80,697	80,697	D
Employee Stock Option (Right-to-Buy)^F10	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	77,881	77,881	D
Employee Stock Option (Right-to-Buy)^F10	$25.19	holding	—	—	—	—	Jul 7, 2021	Common Stock	15,748	15,748	D
Employee Stock Option (Right-to-Buy)^F10	$19.03	holding	—	—	—	—	Oct 2, 2018	Common Stock	7,385	7,385	D
Employee Stock Option (Right-to-Buy)^F10	$20.57	holding	—	—	—	—	Dec 3, 2019	Common Stock	33,275	33,275	D
Employee Stock Option (Right-to-Buy)^F10	$14.15	holding	—	—	—	—	Dec 4, 2018	Common Stock	47,663	47,663	D
Restricted Stock Units^F15,F5,F14	$0.00	holding	—	—	—	—	Jan 22, 2018	Common Stock	29,152	29,152	D
Restricted Stock Units^F15,F5,F16	$0.00	holding	—	—	—	—	Jan 23, 2017	Common Stock	15,949	15,949	D

Explanation of responses

F1Amended 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.
F10Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
F11H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 22, 2016.
F12Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
F13Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
F14H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
F15H.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.
F16H.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.
F2401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
F3Held jointly by spouse and son.
F4H.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.
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: 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.
F7H.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.
F8These restricted stock units expire on January 19, 2019.
F9H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017, subject to one or more performance measures being achieved. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.