SEC Form 4 · accession 0001225208-17-016545

FULLER H B CO · FUL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert J Martsching

Officer — VP, Corporate Controller

Period of report

Oct 23, 2017

Accepted (ET)

Oct 25, 2017 · 1:49 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^F1,F2	Oct 23, 2017	S	3,870	$57.9262	D	8,517	D
Common Stock^F3	holding	—	—		—	5	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	$22.27	holding	—	—	—	—	Jan 20, 2021	Common Stock	4,315	4,315	D
Employee Stock Option (Right-to-Buy)^F4	$28.40	holding	—	—	—	—	Jan 26, 2022	Common Stock	3,504	3,504	D
Employee Stock Option (Right-to-Buy)^F5	$33.38	holding	—	—	—	—	Jan 19, 2026	Common Stock	9,546	9,546	D
Employee Stock Option (Right-to-Buy)^F4	$38.31	holding	—	—	—	—	Apr 10, 2023	Common Stock	658	658	D
Employee Stock Option (Right-to-Buy)^F4	$39.64	holding	—	—	—	—	Jan 24, 2023	Common Stock	2,806	2,806	D
Employee Stock Option (Right-to-Buy)^F6	$41.00	holding	—	—	—	—	Jan 22, 2025	Common Stock	7,292	7,292	D
Employee Stock Option (Right-to-Buy)^F4	$48.92	holding	—	—	—	—	Jan 23, 2024	Common Stock	5,326	5,326	D
Employee Stock Option (Right-to-Buy)^F7	$50.10	holding	—	—	—	Jan 26, 2018	Jan 26, 2027	Common Stock	7,582	7,582	D
Performance Stock Option (Right-to-Buy)^F9,F8	$57.70	holding	—	—	—	Jan 31, 2021	Oct 20, 2027	Common Stock	20,016	20,016	D
Performance Stock Units^F12,F10,F11	$0.00	holding	—	—	—	Jan 19, 2017	Jan 19, 2019	Common Stock	748	748	D
Performance Stock Units^F13,F10,F11	$0.00	holding	—	—	—	Jan 26, 2018	Jan 26, 2020	Common Stock	820	820	D
Phantom Units^F16,F14,F15	$0.00	holding	—	—	—	—	—	Common Stock	3,015	3,015	D
Restricted Stock Units^F19,F17,F18	$0.00	holding	—	—	—	—	Jan 19, 2019	Common Stock	748	748	D
Restricted Stock Units^F19,F17,F20	$0.00	holding	—	—	—	—	Jan 22, 2018	Common Stock	656	656	D
Restricted Stock Units^F19,F17,F21	$0.00	holding	—	—	—	—	May 1, 2018	Common Stock	2,384	2,384	D
Restricted Stock Units^F19,F17,F22	$0.00	holding	—	—	—	Jan 26, 2018	Jan 26, 2027	Common Stock	1,890	1,890	D

Explanation of responses

F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $57.92 to $57.96. The reporting person will provide to the issuer, a security holder of theissuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
F10These performance stock units convert into shares of common stock on a 1-for-1 basis.
F11These 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.
F12This 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.
F13Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
F14These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
F15These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee DeferredCompensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.
F16Amount includes stock units acquired pursuant to a dividend equivalent feature.
F17These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F18These restricted stock units vest in three equal annual installments beginning on January 19, 2017.
F19Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
F2Amount includes 2,738 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.
F20These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
F2150% of these restricted stock units vested on May 1, 2017 and 50% will vest on May 1, 2018.
F22These restricted stock units vest in three equal annual installments beginning on the date shown.
F3Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
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 annual installments beginning on the date shown.
F8These 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.
F9Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 20,016 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.