SEC Form 4 · accession 0001225208-17-002078
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 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 StockF1 | holding | — | — | — | 10,722 | D | ||
| Common StockF2 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right-to-Buy)F3 | $50.10 | Jan 26, 2017 | A | 7,582 | A | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 7,582 | 7,582 | D |
| Performance Stock UnitsF5,F4,F6 | $0.00 | Jan 26, 2017 | A | 813 | A | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 813 | 813 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | Jan 26, 2017 | A | 1,874 | A | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 1,874 | 1,874 | D |
| Employee Stock Option (Right-to-Buy)F9 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 4,340 | 4,340 | D |
| Employee Stock Option (Right-to-Buy)F9 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 4,315 | 4,315 | D |
| Employee Stock Option (Right-to-Buy)F9 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 3,504 | 3,504 | D |
| Employee Stock Option (Right-to-Buy)F10 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F11 | $38.31 | holding | — | — | — | — | Apr 10, 2023 | Common Stock | 658 | 658 | D |
| Employee Stock Option (Right-to-Buy)F9 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F12 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F13 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 5,326 | 5,326 | D |
| Performance Stock UnitsF16,F14,F15 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 742 | 742 | D |
| Phantom UnitsF19,F17,F18 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,990 | 2,990 | D |
| Restricted Stock UnitsF22,F20,F21 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 742 | 742 | D |
| Restricted Stock UnitsF22,F20,F23 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 650 | 650 | D |
| Restricted Stock UnitsF25,F7,F24 | $0.00 | holding | — | — | — | — | May 1, 2018 | Common Stock | 4,712 | 4,712 | D |
Explanation of responses
- F1Amended and Restated Year 2000 Stock Incentive Plan: Amount includes 2,738 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan and are 100% vested. Total amount also includes shares acquired pursuant to a dividend reinvestment plan.
- F10H.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.
- F11Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.
- F12H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
- 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.
- F17Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F18Key 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.
- F19Key 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.
- F2401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F20H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F21H.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.
- F22H.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.
- F23H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F24H.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.
- F25H.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.
- F3H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.
- F4H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F5H.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.
- F6H.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.
- F7H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F8H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.
- F9Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.