SEC Form 4 · accession 0001225208-18-001812
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 25, 2018
Accepted (ET)
Jan 29, 2018 · 6:19 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 | — | — | — | 3,752 | D |
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)F1 | $53.57 | Jan 25, 2018 | A | 16,375 | A | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 16,375 | 16,375 | D |
| Performance Stock UnitsF3,F2,F4 | $0.00 | Jan 25, 2018 | A | 1,730 | A | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,730 | 1,730 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | Jan 25, 2018 | A | 1,730 | A | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,730 | 1,730 | D |
| Employee Stock Option (Right-to-Buy)F1 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F1 | $36.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2026 | Common Stock | 6,649 | 6,649 | D |
| Employee Stock Option (Right-to-Buy)F7 | $39.33 | holding | — | — | — | Oct 1, 2015 | Oct 1, 2024 | Common Stock | 1,669 | 1,669 | D |
| Employee Stock Option (Right-to-Buy)F7 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F7 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F8 | $41.80 | holding | — | — | — | Feb 2, 2018 | Feb 2, 2025 | Common Stock | 27,726 | 27,726 | D |
| Employee Stock Option (Right-to-Buy)F7 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 2,746 | 2,746 | D |
| Employee Stock Option (Right-to-Buy)F1 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 13,033 | 13,033 | D |
| Performance Stock Option (Right-to-Buy)F9 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 62,552 | 62,552 | D |
| Performance Stock UnitsF10,F2,F4 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 379 | 379 | D |
| Performance Stock UnitsF11,F2,F4 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,413 | 1,413 | D |
| Performance Stock UnitsF10,F2,F4 | $0.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 521 | 521 | D |
| Phantom UnitsF14,F12,F13 | $0.00 | holding | — | — | — | — | — | Common Stock | 704 | 704 | D |
| Restricted Stock UnitsF15,F5,F6 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 381 | 381 | D |
| Restricted Stock UnitsF15,F5,F6 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 3,589 | 3,589 | D |
| Restricted Stock UnitsF15,F5,F6 | $0.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 522 | 522 | D |
| Restricted Stock UnitsF15,F5,F6 | $0.00 | holding | — | — | — | Feb 12, 2018 | Feb 12, 2020 | Common Stock | 20,222 | 20,222 | D |
Explanation of responses
- F1This option vests in three equal annual installments beginning on the date shown.
- F10This 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.
- F11Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F12These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F13These 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.
- F14Amount includes stock units acquired pursuant to a dividend equivalent feature.
- F15Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F3Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock. Prior to vesting, the number of units subject to the award will be adjusted based on the company's return on invested capital performance for the applicable year. The number of units may increase to as much as 200% or decrease as low as 0% of the initial number of units depending on the level of ROIC performance. The grant amount is shown at a target level of performance.
- F4These 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.
- F5These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F6These restricted stock units vest in three equal annual installments beginning on the date shown.
- F7This option is 100% vested.
- F8This option vests in two equal annual installments beginning on the date shown upon the achievement of certain gross margin targets being met.
- F9These 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.