SEC Form 4 · accession 0001225208-18-001398
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
Jan 19, 2018
Accepted (ET)
Jan 23, 2018 · 5:37 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 | Jan 19, 2018 | M | 434 | $54.83 | A | 8,985 | D | |
| Common Stock | Jan 19, 2018 | M | 369 | $54.83 | A | 9,354 | D | |
| Common StockF1 | Jan 19, 2018 | F | 134 | $54.83 | D | 9,220 | D | |
| Common StockF2,F3 | Jan 19, 2018 | F | 156 | $54.83 | D | 9,064 | D | |
| Common StockF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF6,F8,F5,F7 | $0.00 | Jan 19, 2018 | M | 434 | D | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 434 | 379 | D |
| Restricted Stock UnitsF11,F9,F10 | $0.00 | Jan 19, 2018 | M | 369 | D | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 369 | 381 | D |
| Employee Stock Option (Right-to-Buy)F12 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 4,315 | 4,315 | D |
| Employee Stock Option (Right-to-Buy)F12 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 3,504 | 3,504 | D |
| Employee Stock Option (Right-to-Buy)F13 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F12 | $38.31 | holding | — | — | — | Apr 10, 2014 | Apr 10, 2023 | Common Stock | 658 | 658 | D |
| Employee Stock Option (Right-to-Buy) | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F13 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F12 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 5,326 | 5,326 | D |
| Employee Stock Option (Right-to-Buy)F13 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 7,582 | 7,582 | D |
| Performance Stock Option (Right-to-Buy)F15,F14 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 20,016 | 20,016 | D |
| Performance Stock UnitsF16,F5,F7 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 822 | 822 | D |
| Phantom UnitsF19,F17,F18 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,023 | 3,023 | D |
| Restricted Stock UnitsF11,F9,F20 | $0.00 | holding | — | — | — | — | May 1, 2018 | Common Stock | 2,390 | 2,390 | D |
| Restricted Stock UnitsF11,F9,F10 | $0.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2018 | Common Stock | 658 | 658 | D |
| Restricted Stock UnitsF11,F9,F10 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 1,895 | 1,895 | D |
Explanation of responses
- F1Shares withheld for taxes due on 369 shares issued.
- F10These restricted stock units vest in three equal annual installments beginning on the date shown.
- F11Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F12This option is 100% vested.
- F13This option vests in three equal annual installments beginning on the date shown.
- F14These 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.
- F15Each 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.
- F16Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F17These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F18These 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.
- F19Amount includes stock units acquired pursuant to a dividend equivalent feature.
- F2Shares withheld for taxes due on 434 shares issued.
- F2050% of these restricted stock units vested on May 1, 2017 and 50% will vest on May 1, 2018.
- F3Amount includes 2,738 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.
- F4Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F5These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F6This amount reflects a 117.5% payout based on the performance criteria achieved.
- 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.
- F8This 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.
- F9These restricted stock units convert into shares of common stock on a 1-for-1 basis.