SEC Form 4 · accession 0001225208-17-001502
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
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 | 8,871 | $47.97 | A | 146,706 | D | |
| Common Stock | Jan 19, 2017 | M | 6,958 | $47.97 | A | 153,664 | D | |
| Common StockF1 | Jan 19, 2017 | F | 2,423 | $47.97 | D | 151,241 | D | |
| Common StockF2,F3 | Jan 19, 2017 | F | 2,982 | $47.97 | D | 148,259 | D | |
| Common StockF4 | holding | — | — | — | 342 | I | By 401(k) Plan | |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Units (CEO)F7,F9,F6,F8 | $0.00 | Jan 19, 2017 | M | 8,871 | D | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 8,871 | 14,129 | D |
| Restricted Stock UnitsF12,F10,F11 | $0.00 | Jan 19, 2017 | M | 6,958 | D | — | Jan 19, 2019 | Common Stock | 6,958 | 14,130 | D |
| Employee Stock Option (Right-to-Buy)F13 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 33,275 | 33,275 | D |
| Employee Stock Option (Right-to-Buy)F13 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 48,331 | 48,331 | D |
| Employee Stock Option (Right-to-Buy)F13 | $25.19 | holding | — | — | — | — | Jul 7, 2021 | Common Stock | 15,748 | 15,748 | D |
| Employee Stock Option (Right-to-Buy)F13 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 77,881 | 77,881 | D |
| Employee Stock Option (Right-to-Buy)F14 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 182,039 | 182,039 | D |
| Employee Stock Option (Right-to-Buy)F13 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 80,697 | 80,697 | D |
| Employee Stock Option (Right-to-Buy)F15 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 112,727 | 112,727 | D |
| Employee Stock Option (Right-to-Buy)F16 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 79,061 | 79,061 | D |
| Restricted Stock UnitsF12,F10,F17 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 19,782 | 19,782 | D |
| Restricted Stock UnitsF12,F10,F18 | $0.00 | holding | — | — | — | — | Jan 23, 2017 | Common Stock | 8,197 | 8,197 | D |
Explanation of responses
- F1Shares withheld for taxes due on 6,958 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 convert into shares of common stock on a 1-for-1 basis.
- F11H.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.
- F12H.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.
- F13Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
- F14H.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.
- F15H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 22, 2016.
- F16Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
- F17H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F18H.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.
- F2Shares withheld for taxes due on 8,871 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
- F3Amended 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.
- F4401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F5Held jointly by spouse and son.
- F6H.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.
- F7This amount reflects a 127.5% payout based on the performance criteria achieved.
- F8H.B. Fuller Company 2013 Master Incentive Plan: These performance 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 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.
- F9H.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.