SEC Form 4 · accession 0001225208-17-007876
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paula M. Cooney
Officer — VP, Human Resources
Period of report
Apr 6, 2017
Accepted (ET)
Apr 10, 2017 · 5:14 pm EDT
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 | Apr 6, 2017 | M | 369 | $49.95 | A | 7,014 | D | |
| Common Stock | Apr 6, 2017 | M | 290 | $49.95 | A | 7,304 | D | |
| Common StockF2 | Apr 6, 2017 | F | 222 | $49.95 | D | 7,082 | D | |
| Common Stock | Apr 7, 2017 | S | 843 | $50.53 | D | 6,239 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF5,F3,F4 | $0.00 | Apr 6, 2017 | M | 369 | D | Apr 6, 2017 | Apr 6, 2019 | Common Stock | 369 | 602 | D |
| Restricted Stock UnitsF8,F6,F7 | $0.00 | Apr 6, 2017 | M | 290 | D | — | Apr 6, 2019 | Common Stock | 290 | 602 | D |
| Employee Stock Option (Right-to-Buy)F9 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 6,524 | 6,524 | D |
| Employee Stock Option (Right-to-Buy)F9 | $23.68 | holding | — | — | — | — | Apr 14, 2020 | Common Stock | 3,647 | 3,647 | D |
| Employee Stock Option (Right-to-Buy)F9 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 5,451 | 5,451 | D |
| Employee Stock Option (Right-to-Buy)F10 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 6,264 | 6,264 | D |
| Employee Stock Option (Right-to-Buy)F9 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 4,126 | 4,126 | D |
| Employee Stock Option (Right-to-Buy)F11 | $41.00 | holding | — | — | — | — | Jan 22, 2025 | Common Stock | 4,785 | 4,785 | D |
| Employee Stock Option (Right-to-Buy)F12 | $43.16 | holding | — | — | — | — | Apr 6, 2026 | Common Stock | 7,706 | 7,706 | D |
| Employee Stock Option (Right-to-Buy)F13 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 4,194 | 4,194 | D |
| Employee Stock Option (Right-to-Buy)F14 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 13,033 | 13,033 | D |
| Employee Stock Option (Right-to-Buy) | $50.16 | holding | — | — | — | Dec 4, 2016 | Dec 4, 2023 | Common Stock | 4,010 | 4,010 | D |
| Performance Stock UnitsF5,F3,F15 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 488 | 488 | D |
| Performance Stock UnitsF17,F3,F16 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,401 | 1,401 | D |
| Restricted Stock UnitsF8,F6,F18 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 489 | 489 | D |
| Restricted Stock UnitsF8,F6,F19 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 428 | 428 | D |
| Restricted Stock UnitsF8,F6,F20 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 2,760 | 2,760 | D |
Explanation of responses
- F1This amount reflects a 127.5% payout based on the performance criteria achieved.
- F10This option vests in three equal annual installments beginning on January 19, 2017.
- F11This option vests in three equal annual installments beginning on January 22, 2016.
- F12This option vests in three equal annual installments beginning on April 6, 2017.
- F13H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.
- F14This option vests in three equal annual installments beginning on the date shown.
- F15These 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.
- F16These performance stock units vest in three equal 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.
- F17Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F18These restricted stock units vest in three equal annual installments beginning on January 19, 2017.
- F19These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F2Shares withheld for taxes due on total of 659 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
- F20These restricted stock units vest in three equal annual installments beginning on the date shown.
- F3These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F4These 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.
- F5This 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.
- F6These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F7These restricted stock units vest in three equal annual installments beginning on April 6, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
- F8Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F9This option is 100% vested.