SEC Form 4 · accession 0001225208-16-030690
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 1, 2016
Accepted (ET)
Apr 4, 2016 · 1:21 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 Stock | Apr 1, 2016 | M | 14,200 | $26.65 | A | 37,877 | D | |
| Common StockF1 | Apr 1, 2016 | S | 1,500 | $42.4477 | D | 36,377 | D | |
| Common StockF2,F3 | Apr 1, 2016 | S | 14,200 | $42.7057 | D | 22,177 | D | |
| Common StockF4 | holding | — | — | — | 6 | 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 | $26.65 | Apr 1, 2016 | M | 14,200 | D | — | Dec 6, 2017 | Common Stock | 14,200 | 0 | D |
| Employee Stock Option (Right-to-Buy)F6 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 16,408 | 16,408 | 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)F7 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 12,534 | 12,534 | D |
| Employee Stock Option (Right-to-Buy)F8 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 9,154 | 9,154 | D |
| Employee Stock Option (Right-to-Buy)F5 | $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 |
| Phantom UnitsF11,F9,F10 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,685 | 1,685 | D |
| Restricted Stock UnitsF12,F13,F14 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,883 | 1,883 | D |
| Restricted Stock UnitsF12,F15 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 1,884 | 1,884 | D |
| Restricted Stock UnitsF17,F12,F16 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 2,178 | 2,178 | D |
| Restricted Stock UnitsF19,F12,F18 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 941 | 941 | D |
Explanation of responses
- F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $42.3601 to $42.53. 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 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.
- F14These restricted stock units expire on January 19, 2019.
- F15H.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.
- F16H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F17H.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.
- F18H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.
- F19H.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.
- F2The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $42.3750 to $42.90. 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 installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F7H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- F82013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F9Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.