SEC Form 4 · accession 0001225208-17-002069
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zhiwei Cai
Officer — VP, Engineering Adhesives
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 7:24 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 | holding | — | — | — | 2,432 | D |
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)F1 | $50.10 | Jan 26, 2017 | A | 13,033 | A | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 13,033 | 13,033 | D |
| Performance Stock UnitsF3,F2,F4 | $0.00 | Jan 26, 2017 | A | 1,397 | A | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,397 | 1,397 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | Jan 26, 2017 | A | 3,549 | A | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 3,549 | 3,549 | D |
| Employee Stock Option (Right-to-Buy)F7 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F8 | $36.00 | holding | — | — | — | — | Feb 12, 2026 | Common Stock | 6,649 | 6,649 | D |
| Employee Stock Option (Right-to-Buy)F9 | $39.33 | holding | — | — | — | — | Oct 1, 2024 | Common Stock | 1,669 | 1,669 | D |
| Employee Stock Option (Right-to-Buy)F10 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F11 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F12 | $41.80 | holding | — | — | — | — | Feb 2, 2025 | Common Stock | 27,726 | 27,726 | D |
| Employee Stock Option (Right-to-Buy)F13 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 2,746 | 2,746 | D |
| Performance Stock UnitsF16,F14,F15 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 742 | 742 | D |
| Performance Stock UnitsF17,F14,F15 | $0.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 767 | 767 | D |
| Phantom UnitsF20,F18,F19 | $0.00 | holding | — | — | — | — | — | Common Stock | 264 | 264 | D |
| Restricted Stock UnitsF23,F21,F22 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 742 | 742 | D |
| Restricted Stock UnitsF23,F21,F24 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 657 | 657 | D |
| Restricted Stock UnitsF23,F21,F25 | $0.00 | holding | — | — | — | — | Feb 12, 2019 | Common Stock | 767 | 767 | D |
| Restricted Stock UnitsF23,F21,F26 | $0.00 | holding | — | — | — | — | Feb 12, 2020 | Common Stock | 19,996 | 19,996 | D |
| Restricted Stock UnitsF23,F21,F27 | $0.00 | holding | — | — | — | — | Oct 1, 2017 | Common Stock | 173 | 173 | D |
Explanation of responses
- F1H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.
- F10H.B. Fuller Company 2000 Master Incentive Plan: This option is 100% vested.
- F11H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- F12H.B. Fuller Company 2013 Master Incentive Plan: This option vests in two equal annual installments beginning on February 2, 2018 upon the achievement of certain gross margin targets being met.
- F13H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.
- F14H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F15H.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.
- F16H.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.
- F17H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.
- F18Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F19Key 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.
- F2H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F20Key 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.
- F21H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F22H.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.
- F23H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.
- F24H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F25H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on February 12, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F26H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three annual installments beginning on February 12, 2018.
- F27H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on October 1, 2015.
- F3H.B. Fuller Company 2016 Master Incentive Plan: Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock. Prior to vesting, the number of units subject to the award will be adjusted based on the company's return on invested capital performance for the applicable year. The number of units may increase to as much as 200% or decrease as low as 0% of the initial number of units depending on the level of ROIC performance. The grant amount is shown at a target level of performance.
- F4H.B. Fuller Company 2016 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.
- F5H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F6H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.
- 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: This option vests in three equal installments beginning on February 12, 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 October 1, 2015.