SEC Form 4 · accession 0001225208-16-037166
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
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 5:28 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 | Jul 27, 2016 | M | 13,691 | $14.15 | A | 151,293 | D | |
| Common StockF1 | Jul 27, 2016 | S | 13,691 | $46.2906 | D | 137,602 | D | |
| Common Stock | Jul 28, 2016 | M | 13,309 | $14.15 | A | 150,911 | D | |
| Common StockF2 | Jul 28, 2016 | S | 13,309 | $46.4556 | D | 137,602 | D | |
| Common Stock | Jul 29, 2016 | M | 20,663 | $14.15 | A | 158,265 | D | |
| Common Stock | Jul 29, 2016 | M | 7,385 | $19.03 | A | 165,650 | D | |
| Common StockF3,F4 | Jul 29, 2016 | S | 28,048 | $46.4866 | D | 137,602 | D | |
| Common StockF5 | holding | — | — | — | 340 | I | By 401(k) Plan | |
| Common Stock | 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)F6 | $14.15 | Jul 27, 2016 | M | 13,691 | D | — | Dec 4, 2018 | Common Stock | 13,691 | 33,972 | D |
| Employee Stock Option (Right-to-Buy)F6 | $14.15 | Jul 28, 2016 | M | 13,309 | D | — | Dec 4, 2018 | Common Stock | 13,309 | 20,663 | D |
| Employee Stock Option (Right-to-Buy)F6 | $19.03 | Jul 29, 2016 | M | 7,385 | D | — | Oct 2, 2018 | Common Stock | 7,385 | 0 | D |
| Employee Stock Option (Right-to-Buy)F6 | $14.15 | Jul 29, 2016 | M | 20,663 | D | — | Dec 4, 2018 | Common Stock | 20,663 | 0 | D |
| Employee Stock Option (Right-to-Buy)F7 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 182,039 | 182,039 | D |
| Employee Stock Option (Right-to-Buy)F6 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 48,331 | 48,331 | D |
| Employee Stock Option (Right-to-Buy)F8,F9 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 112,727 | 112,727 | D |
| Employee Stock Option (Right-to-Buy)F10 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 79,061 | 79,061 | D |
| Employee Stock Option (Right-to-Buy)F6 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 80,697 | 80,697 | D |
| Employee Stock Option (Right-to-Buy)F6 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 77,881 | 77,881 | D |
| Employee Stock Option (Right-to-Buy)F6 | $25.19 | holding | — | — | — | — | Jul 7, 2021 | Common Stock | 15,748 | 15,748 | D |
| Employee Stock Option (Right-to-Buy)F6 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 33,275 | 33,275 | D |
| Restricted Stock UnitsF13,F8,F11,F12 | $0.00 | holding | — | — | — | — | — | Common Stock | 20,896 | 20,896 | D |
| Restricted Stock UnitsF15,F8,F14 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 21,028 | 21,028 | D |
| Restricted Stock UnitsF15,F8,F9 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 19,663 | 19,663 | D |
| Restricted Stock UnitsF15,F8,F16 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 8,148 | 8,148 | D |
Explanation of responses
- F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $46.27 to $46.34. 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.
- F10Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F11H.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.
- F12These restricted stock units expire on January 19, 2019.
- F13H.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.
- F14H.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.
- 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.
- F2The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $46.27 to $46.6575. 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.
- F3The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $46.42 to $46.67. 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.
- F4Amended 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 vested 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 January 20, 2012; (b) 31,472 restricted shares that vested in three equal installments beginning on January 26, 2013; (c) 30,794 restricted shares that vested in three equal annual installments beginning on January 24, 2014; and (d) 73,907 restricted shares (50% of these shares vested on January 24, 2016 and 50% will vest on January 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.
- F5401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F6Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
- F7H.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.
- F8H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F9H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.