SEC Form 4 · accession 0001225208-16-031507

FULLER H B CO · FUL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert J Martsching

Officer — VP, Corporate Controller

Period of report

Apr 15, 2016

Accepted (ET)

Apr 18, 2016 · 4:39 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 15, 2016	M	4,211	$14.15	A	13,622	D
Common Stock^F1,F2	Apr 15, 2016	S	4,211	$44.6238	D	9,411	D
Common Stock^F3	holding	—	—		—	5	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)^F4	$14.15	Apr 15, 2016	M	4,211	D	—	Dec 4, 2018	Common Stock	4,211	0	D
Employee Stock Option (Right-to-Buy)^F5	$33.38	holding	—	—	—	—	Jan 19, 2026	Common Stock	9,546	9,546	D
Employee Stock Option (Right-to-Buy)^F4	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	4,315	4,315	D
Employee Stock Option (Right-to-Buy)^F6	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	7,292	7,292	D
Employee Stock Option (Right-to-Buy)^F7	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	5,326	5,326	D
Employee Stock Option (Right-to-Buy)^F4	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	2,806	2,806	D
Employee Stock Option (Right-to-Buy)^F4	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	3,504	3,504	D
Employee Stock Option (Right-to-Buy)^F8	$38.31	holding	—	—	—	—	Apr 10, 2023	Common Stock	658	658	D
Employee Stock Option (Right-to-Buy)^F4	$20.57	holding	—	—	—	—	Dec 3, 2019	Common Stock	4,340	4,340	D
Phantom Units^F11,F9,F10	$0.00	holding	—	—	—	—	—	Common Stock	2,962	2,962	D
Restricted Stock Units^F12,F13,F14	$0.00	holding	—	—	—	—	—	Common Stock	1,096	1,096	D
Restricted Stock Units^F12,F15	$0.00	holding	—	—	—	—	Jan 19, 2019	Common Stock	1,096	1,096	D
Restricted Stock Units^F17,F12,F16	$0.00	holding	—	—	—	—	Jan 22, 2018	Common Stock	1,269	1,269	D
Restricted Stock Units^F17,F12,F18	$0.00	holding	—	—	—	—	Jan 23, 2017	Common Stock	547	547	D

Explanation of responses

F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $44.622 to $44.6260. The reporting person will provide to the issuer, a security holder of theissuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
F10Key Employee Deferred 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 DeferredCompensation 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 Employee 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.
F2Amended and Restated Year 2000 Stock Incentive Plan: 2,738 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 1,416 restricted shares that vested in three equal annual installments beginning on January 26, 2013; 1,071 restricted shares that vested in three equal annual installments beginning on January 24,2014 and 251 restricted shares that vested in full on April 10, 2016. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.
F3401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
F4Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
F5H.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.
F6H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
F7H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
F8Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.
F9Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.