SEC Form 4 · accession 0001225208-17-016516
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dietrich J. Crail
Officer — Vice President, Asia Pacific
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 Stock | holding | — | — | — | 1,268 | 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)F1,F2 | $57.70 | Oct 20, 2017 | A | 34,403 | A | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 34,403 | 34,403 | D |
| Employee Stock Option (Right-to-Buy)F3 | $44.82 | holding | — | — | — | Oct 12, 2017 | Oct 12, 2026 | Common Stock | 5,251 | 5,251 | D |
| Employee Stock Option (Right-to-Buy)F3 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 13,033 | 13,033 | D |
| Performance Stock UnitsF6,F4,F5 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,409 | 1,409 | D |
| Performance Stock UnitsF6,F4,F5 | $0.00 | holding | — | — | — | Oct 12, 2017 | Oct 12, 2019 | Common Stock | 407 | 407 | D |
| Restricted Stock UnitsF9,F7,F8 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,930 | 1,930 | D |
| Restricted Stock UnitsF9,F7,F8 | $0.00 | holding | — | — | — | Oct 12, 2017 | Oct 12, 2019 | Common Stock | 408 | 408 | D |
Explanation of responses
- F1Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 34,403 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.
- F2These 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.
- F3This option vests in three equal annual installments beginning on the date shown.
- F4These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F5These 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.
- F6Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F7These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F8These restricted stock units vest in three equal annual installments beginning on the date shown.
- F9Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.