SEC Form 4 · accession 0001225208-17-016514
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heather Campe
Officer — Senior VP, America Adhesives
Period of report
Oct 20, 2017
Accepted (ET)
Oct 24, 2017 · 5:45 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 | holding | — | — | — | 6,683 | 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 Option (Right-to-Buy)F2,F3 | $57.70 | Oct 20, 2017 | A | 62,552 | A | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 62,552 | 62,552 | D |
| Employee Stock Option (Right-to-Buy)F4 | $20.57 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 1,446 | 1,446 | D |
| Employee Stock Option (Right-to-Buy)F4 | $22.27 | holding | — | — | — | — | Jan 20, 2021 | Common Stock | 2,013 | 2,013 | D |
| Employee Stock Option (Right-to-Buy)F4 | $28.40 | holding | — | — | — | — | Jan 26, 2022 | Common Stock | 1,998 | 1,998 | D |
| Employee Stock Option (Right-to-Buy)F5 | $33.38 | holding | — | — | — | — | Jan 19, 2026 | Common Stock | 19,689 | 19,689 | D |
| Employee Stock Option (Right-to-Buy)F4 | $39.64 | holding | — | — | — | — | Jan 24, 2023 | Common Stock | 5,988 | 5,988 | 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)F4 | $48.92 | holding | — | — | — | — | Jan 23, 2024 | Common Stock | 7,323 | 7,323 | D |
| Employee Stock Option (Right-to-Buy)F7 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 23,696 | 23,696 | D |
| Performance Stock UnitsF10,F8,F9 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 1,541 | 1,541 | D |
| Performance Stock UnitsF11,F8,F9 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 2,563 | 2,563 | D |
| Restricted Stock UnitsF14,F12,F13 | $0.00 | holding | — | — | — | — | Jan 19, 2019 | Common Stock | 1,542 | 1,542 | D |
| Restricted Stock UnitsF14,F12,F15 | $0.00 | holding | — | — | — | — | Jan 22, 2018 | Common Stock | 1,120 | 1,120 | D |
| Restricted Stock UnitsF14,F12,F16 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 4,854 | 4,854 | D |
Explanation of responses
- F1Amount includes 283.75 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.
- F10This 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.
- F11Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F12These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F13These restricted stock units vest in three equal annual installments beginning on January 19, 2017.
- F14Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F15These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
- F16These restricted stock units vest in three equal annual installments beginning on the date shown.
- F2Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 62,552 shares of Common Stock at the price of $57.70 per share. Prior to vesting, the number of options subject to the award will be adjusted based on the company's adjusted EBITDA performance for fiscal year 2020. The number of options may decrease to as low as 0% of the initial number of options depending on the level of adjusted EBITDA performance. The grant amount is shown at the superior level of performance.
- F3These performance-based non-qualified stock options vest on the date shown contingent upon H.B. Fuller achieving adjusted EBITDA at least at the threshold level of performance.
- F4This option is 100% vested.
- F5This option vests in three equal annual installments beginning on January 19, 2017.
- F6This option vests in three equal annual installments beginning on January 22, 2016.
- F7This option vests in three equal installments beginning on the date shown.
- F8These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F9These 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.