SEC Form 4 · accession 0001225208-18-001441
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zhiwei Cai
Officer — Sr. VP, Engineering Adhesives
Period of report
Jan 22, 2018
Accepted (ET)
Jan 24, 2018 · 5:50 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 22, 2018 | M | 657 | $54.89 | A | 4,022 | D | |
| Common StockF1 | Jan 22, 2018 | F | 270 | $54.89 | D | 3,752 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | Jan 22, 2018 | M | 657 | D | Jan 22, 2016 | Jan 22, 2018 | Common Stock | 657 | 0 | D |
| Employee Stock Option (Right-to-Buy)F4 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F4 | $36.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2026 | Common Stock | 6,649 | 6,649 | D |
| Employee Stock Option (Right-to-Buy)F5 | $39.33 | holding | — | — | — | Oct 1, 2015 | Oct 1, 2024 | Common Stock | 1,669 | 1,669 | D |
| Employee Stock Option (Right-to-Buy)F5 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F5 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F6 | $41.80 | holding | — | — | — | Feb 2, 2018 | Feb 2, 2025 | Common Stock | 27,726 | 27,726 | D |
| Employee Stock Option (Right-to-Buy)F5 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 2,746 | 2,746 | D |
| Employee Stock Option (Right-to-Buy)F4 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 13,033 | 13,033 | D |
| Performance Stock Option (Right-to-Buy)F8,F7 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 62,552 | 62,552 | D |
| Performance Stock UnitsF11,F9,F10 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 379 | 379 | D |
| Performance Stock UnitsF12,F9,F10 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,413 | 1,413 | D |
| Performance Stock UnitsF11,F9,F10 | $0.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 521 | 521 | D |
| Phantom UnitsF15,F13,F14 | $0.00 | holding | — | — | — | — | — | Common Stock | 704 | 704 | D |
| Restricted Stock UnitsF16,F2,F3 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 381 | 381 | D |
| Restricted Stock UnitsF16,F2,F3 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 3,589 | 3,589 | D |
| Restricted Stock UnitsF16,F2,F3 | $0.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 522 | 522 | D |
| Restricted Stock UnitsF16,F2,F3 | $0.00 | holding | — | — | — | Feb 12, 2018 | Feb 12, 2020 | Common Stock | 20,222 | 20,222 | D |
Explanation of responses
- F1Shares withheld for taxes due on 657 shares issued.
- F10These 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.
- F11This 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.
- F12Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F13These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F14These 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.
- F15Amount includes stock units acquired pursuant to a dividend equivalent feature.
- F16Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F3These restricted stock units vest in three equal annual installments beginning on the date shown.
- F4This option vests in three equal annual installments beginning on the date shown.
- F5This option is 100% vested.
- F6This option vests in two equal annual installments beginning on the date shown upon the achievement of certain gross margin targets being met.
- F7These 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.
- F8Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 65,552 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.
- F9These performance stock units convert into shares of common stock on a 1-for-1 basis.