SEC Form 4 · accession 0001225208-17-003133

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

Feb 13, 2017

Accepted (ET)

Feb 14, 2017 · 2:46 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	Feb 13, 2017	M	6,500	$14.15	A	30,772	D
Common Stock	Feb 13, 2017	S	1,161	$49.7288	D	29,611	D
Common Stock^F1,F2	Feb 13, 2017	S	6,500	$49.6451	D	23,111	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
Employee Stock Option (Right-to-Buy)^F4	$14.15	Feb 13, 2017	M	6,500	D	—	Dec 4, 2018	Common Stock	6,500	6,500	D
Employee Stock Option (Right-to-Buy)^F4	$20.57	holding	—	—	—	—	Dec 3, 2019	Common Stock	17,505	17,505	D
Employee Stock Option (Right-to-Buy)^F4	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	15,822	15,822	D
Employee Stock Option (Right-to-Buy)^F4	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	14,278	14,278	D
Employee Stock Option (Right-to-Buy)^F5	$33.38	holding	—	—	—	—	Jan 19, 2026	Common Stock	16,408	16,408	D
Employee Stock Option (Right-to-Buy)^F4	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	10,291	10,291	D
Employee Stock Option (Right-to-Buy)^F6	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	12,534	12,534	D
Employee Stock Option (Right-to-Buy)^F7	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	9,154	9,154	D
Employee Stock Option (Right-to-Buy)^F8	$51.10	holding	—	—	—	Jan 26, 2018	Jan 26, 2027	Common Stock	14,336	14,336	D
Performance Stock Units^F11,F9,F10	$0.00	holding	—	—	—	Jan 19, 2017	Jan 19, 2019	Common Stock	1,273	1,273	D
Performance Stock Units^F12,F13	$0.00	holding	—	—	—	Jan 26, 2018	Jan 26, 2020	Common Stock	1,537	1,537	D
Restricted Stock Units^F16,F14,F15	$0.00	holding	—	—	—	—	Jan 19, 2019	Common Stock	1,275	1,275	D
Restricted Stock Units^F16,F14,F17	$0.00	holding	—	—	—	—	Jan 22, 2018	Common Stock	1,116	1,116	D
Restricted Stock Units^F18,F19	$0.00	holding	—	—	—	Jan 26, 2018	Jan 26, 2020	Common Stock	3,351	3,351	D

Explanation of responses

F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $49.52 to $49.76. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
F10H.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.
F11H.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.
F12H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
F13H.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.
F14H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F15H.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.
F16H.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.
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 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F19H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.
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 and are 100% vested.
F3401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
F4Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
F5H.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.
F6H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
F72013 Master Incentive Plan: This option vests are 100% vested.
F8H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.
F9H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.