SEC Form 4 · accession 0001225208-16-024790
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 22, 2016
Accepted (ET)
Jan 26, 2016 · 8:01 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 Stock | Jan 22, 2016 | M | 2,429 | $34.72 | A | 80,496 | D | |
| Common StockF1 | Jan 22, 2016 | F | 946 | $34.72 | D | 79,550 | D | |
| Common Stock | Jan 23, 2016 | M | 2,274 | $34.72 | A | 81,824 | D | |
| Common StockF2 | Jan 23, 2016 | F | 769 | $34.72 | D | 81,055 | D | |
| Common StockF3,F4 | Jan 24, 2016 | F | 1,015 | $34.72 | D | 80,040 | D | |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F6,F7 | $0.00 | Jan 22, 2016 | M | 2,429 | D | — | Jan 22, 2018 | Common Stock | 2,429 | 4,937 | D |
| Restricted Stock UnitsF8,F6,F9 | $0.00 | Jan 23, 2016 | M | 2,274 | D | — | Jan 23, 2017 | Common Stock | 2,274 | 2,344 | D |
| Employee Stock Option (Right-to-Buy)F10 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 37,291 | 37,291 | D |
| Employee Stock Option (Right-to-Buy)F11 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 28,768 | 28,768 | D |
| Employee Stock Option (Right-to-Buy)F12 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 28,486 | 28,486 | D |
| Employee Stock Option (Right-to-Buy)F13 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 22,886 | 22,886 | D |
| Employee Stock Option (Right-to-Buy)F11 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 22,455 | 22,455 | D |
| Employee Stock Option (Right-to-Buy)F11 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 28,556 | 28,556 | D |
| Employee Stock Option (Right-to-Buy)F11 | $14.15 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 47,663 | 47,663 | D |
| Restricted Stock UnitsF6,F14,F15 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,265 | 4,265 | D |
| Restricted Stock UnitsF6,F16 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 4,266 | 4,266 | D |
Explanation of responses
- F1Shares withheld for taxes due on 2,429 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
- F10H.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.
- F11Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
- F12H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- F13H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F14H.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.
- F15These restricted stock units expire on January 19, 2019.
- F16H.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.
- F2Shares withheld for taxes due on 2,274 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
- F3Shares withheld for taxes due on 3,020 shares issued pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.
- F4Amended 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 vested 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.
- F5401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F6H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F7H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F8H.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's Amended and Restated Year 2000 Stock Incentive Plan.
- F9H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.