SEC Form 4 · accession 0001225208-17-001501
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
Jan 19, 2017
Accepted (ET)
Jan 23, 2017 · 7:25 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 19, 2017 | M | 464 | $47.97 | A | 9,962 | D | |
| Common Stock | Jan 19, 2017 | M | 364 | $47.97 | A | 10,326 | D | |
| Common StockF1 | Jan 19, 2017 | F | 143 | $47.97 | D | 10,183 | D | |
| Common StockF2,F3 | Jan 19, 2017 | F | 181 | $47.97 | D | 10,002 | D | |
| Common StockF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF6,F8,F5,F7 | $0.00 | Jan 19, 2017 | M | 464 | D | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 464 | 742 | D |
| Restricted Stock UnitsF9,F10 | $0.00 | Jan 19, 2017 | M | 364 | D | — | Jan 19, 2019 | Common Stock | 364 | 742 | D |
| Employee Stock Option (Right-to-Buy)F11 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 4,340 | 4,340 | D |
| Employee Stock Option (Right-to-Buy)F11 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 4,315 | 4,315 | D |
| Employee Stock Option (Right-to-Buy)F11 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 3,504 | 3,504 | D |
| Employee Stock Option (Right-to-Buy)F12 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F13 | $38.31 | holding | — | — | — | — | Apr 10, 2023 | Common Stock | 658 | 658 | D |
| Employee Stock Option (Right-to-Buy)F11 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F14 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F15 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 5,326 | 5,326 | D |
| Phantom UnitsF18,F16,F17 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,990 | 2,990 | D |
| Restricted Stock UnitsF20,F9,F19 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 1,280 | 1,280 | D |
| Restricted Stock UnitsF20,F9,F21 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 552 | 552 | D |
| Restricted Stock UnitsF24,F22,F23 | $0.00 | holding | — | — | — | — | May 1, 2018 | Common Stock | 4,712 | 4,712 | D |
Explanation of responses
- F1Shares withheld for taxes due on 364 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
- F10H.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.
- 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 installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F13Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.
- F14H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- F15H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F16Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F17Key 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.
- F18Key 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.
- F19H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F2Shares withheld for taxes due on 464 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
- F20H.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.
- F21H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.
- F22H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F23H.B. Fuller Company 2016 Master Incentive Plan: 50% of these restricted stock units will vest on May 1, 2017 and 50% will vest on May 1, 2018.
- F24H.B. Fuller Company 2016 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan.
- F3Amended 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 shares acquired pursuant to a dividend reinvestment plan.
- F4401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F5H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis. Referred to as restricted stock units in previous filing.
- F6This amount reflects a 127.5% payout based on the performance criteria achieved.
- F7H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units vest in three annual installments beginning on the date shown 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 performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant. Referred to as restricted stock units in previous filing.
- F8H.B. Fuller Company 2013 Master Incentive Plan: This amount has been adjusted to reflect the increase in number of performance stock units of the original grant based on performance criteria. Amount also includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan. Referred to as restricted stock units in previous filing.
- F9H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.