SEC Form 4 · accession 0001225208-17-003665
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Traci L Jensen
Officer — Sr.VP, Global Const Products
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 11:07 am 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 15, 2017 | M | 18,712 | $39.64 | A | 39,087 | D | |
| Common StockF1,F2,F3 | Feb 15, 2017 | S | 16,305 | $48.8196 | D | 22,782 | 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)F4 | $39.64 | Feb 15, 2017 | M | 18,712 | D | — | Jan 24, 2023 | Common Stock | 18,712 | 0 | D |
| Employee Stock Option (Right-to-Buy)F4 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 12,658 | 12,658 | D |
| Employee Stock Option (Right-to-Buy)F4 | $23.68 | holding | — | — | — | — | Apr 14, 2020 | Common Stock | 6,223 | 6,223 | D |
| Employee Stock Option (Right-to-Buy)F5 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 29,832 | 29,832 | D |
| Employee Stock Option (Right-to-Buy)F6 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 22,789 | 22,789 | D |
| Employee Stock Option (Right-to-Buy)F7 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 16,644 | 16,644 | D |
| Employee Stock Option (Right-to-Buy)F8 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 23,696 | 23,696 | D |
| Performance Stock UnitsF11,F9,F10 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 2,316 | 2,316 | D |
| Performance Stock UnitsF12,F13 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 2,541 | 2,541 | D |
| Restricted Stock UnitsF14,F15 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 2,317 | 2,317 | D |
| Restricted Stock UnitsF17,F14,F16 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 2,030 | 2,030 | D |
| Restricted Stock UnitsF18,F19 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 4,260 | 4,260 | D |
Explanation of responses
- F1Shares used to satisfy exercise price and tax withholding due.
- 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 stock units vest in three equal annual installments beginning on January 22, 2016.
- F17H.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.
- 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.
- F2The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $48.68 to $49.02. 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.
- F3Amended and Restated Year 2000 Stock Incentive Plan: Amount includes 24,398 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 restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive 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.
- F7H.B. Fuller Company 2013 Master Incentive Plan: This option is 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.