SEC Form 4 · accession 0001225208-17-001552

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

Jan 22, 2017

Accepted (ET)

Jan 24, 2017 · 4:23 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 22, 2017	M	1,083	$48.30	A	22,791	D
Common Stock^F1,F2	Jan 22, 2017	F	339	$48.30	D	22,452	D
Common Stock^F3	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
Restricted Stock Units^F6,F4,F5	$0.00	Jan 22, 2017	M	1,083	D	—	Jan 22, 2018	Common Stock	1,083	1,116	D
Employee Stock Option (Right-to-Buy)^F7	$14.15	holding	—	—	—	—	Dec 4, 2018	Common Stock	13,000	13,000	D
Employee Stock Option (Right-to-Buy)^F7	$20.57	holding	—	—	—	—	Dec 3, 2019	Common Stock	17,505	17,505	D
Employee Stock Option (Right-to-Buy)^F7	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	15,822	15,822	D
Employee Stock Option (Right-to-Buy)^F7	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	14,278	14,278	D
Employee Stock Option (Right-to-Buy)^F8	$33.38	holding	—	—	—	—	Jan 19, 2026	Common Stock	16,408	16,408	D
Employee Stock Option (Right-to-Buy)^F7	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	10,291	10,291	D
Employee Stock Option (Right-to-Buy)^F9	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	12,534	12,534	D
Employee Stock Option (Right-to-Buy)^F10	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	9,154	9,154	D
Performance Stock Units^F13,F11,F12	$0.00	holding	—	—	—	Jan 19, 2017	Jan 19, 2019	Common Stock	1,273	1,273	D
Phantom Units^F16,F14,F15	$0.00	holding	—	—	—	—	—	Common Stock	1,700	1,700	D
Restricted Stock Units^F6,F4,F17	$0.00	holding	—	—	—	—	Jan 19, 2019	Common Stock	1,275	1,275	D
Restricted Stock Units^F6,F4,F18	$0.00	holding	—	—	—	—	Jan 23, 2017	Common Stock	950	950	D

Explanation of responses

F1Shares withheld for taxes due on 1,083 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
F102013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
F11H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
F12H.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.
F13H.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.
F14Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
F15Deferred 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.
F16Key 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.
F17H.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.
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: Amount includes 27,973 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. 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.
F4H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F5H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
F6H.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.
F7Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
F8H.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.
F9H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.