SEC Form 4 · accession 0001225208-18-001058
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Corkrean
Officer — Executive VP and CFO
Period of report
Jan 12, 2018
Accepted (ET)
Jan 16, 2018 · 5:34 pm 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 | holding | — | — | — | 3,461 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2 | $0.00 | Jan 12, 2018 | A | 45 | A | — | — | Common Stock | 45 | 45 | D |
| Employee Stock Option (Right-to-Buy)F3 | $43.48 | holding | — | — | — | May 17, 2017 | May 17, 2026 | Common Stock | 16,672 | 16,672 | D |
| Employee Stock Option (Right-to-Buy)F3 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 23,696 | 23,696 | D |
| Performance Stock Option (Right-to-Buy)F5,F4 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 75,062 | 75,062 | D |
| Performance Stock UnitsF8,F6,F7 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 2,570 | 2,570 | D |
| Performance Stock UnitsF9,F6,F7 | $0.00 | holding | — | — | — | May 17, 2017 | May 17, 2019 | Common Stock | 1,301 | 1,301 | D |
| Restricted Stock UnitsF12,F10,F11 | $0.00 | holding | — | — | — | — | May 17, 2019 | Common Stock | 7,712 | 7,712 | D |
| Restricted Stock UnitsF12,F10,F13 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 4,160 | 4,160 | D |
| Restricted Stock UnitsF12,F10,F13 | $0.00 | holding | — | — | — | May 17, 2017 | May 17, 2019 | Common Stock | 1,295 | 1,295 | D |
Explanation of responses
- F1These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F10These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F11These restricted stock units vest in three equal annual installments beginning on May 17, 2017.
- F12Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F13These restricted stock units vest in three equal annual installments beginning on the date shown.
- F2These 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.
- F3This option vests in three equal annual installments beginning on the date shown.
- F4These 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.
- F5Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 75,062 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.
- F6These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F7These 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.
- F8Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F9This 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.