SEC Form 4 · accession 0001225208-18-001882

FULLER H B CO · FUL

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

Reporting owner

Dietrich J. Crail

Officer — Vice President, Asia Pacific

Period of report

Jan 26, 2018

Accepted (ET)

Jan 30, 2018 · 7:33 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
Common Stock	Jan 26, 2018	M	638	$54.53	A	1,906	D
Common Stock	Jan 26, 2018	M	489	$54.53	A	2,395	D
Common Stock^F1	Jan 26, 2018	F	150	$54.53	D	2,245	D
Common Stock^F2	Jan 26, 2018	F	196	$54.53	D	2,049	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Units^F4,F6,F3,F5	$0.00	Jan 26, 2018	M	489	D	Jan 26, 2018	Jan 26, 2020	Common Stock	489	947	D
Restricted Stock Units^F7,F8	$0.00	Jan 26, 2018	M	638	D	Jan 26, 2018	Jan 26, 2020	Common Stock	638	1,297	D
Employee Stock Option (Right-to-Buy)^F9	$44.82	holding	—	—	—	Oct 12, 2017	Oct 12, 2026	Common Stock	5,251	5,251	D
Employee Stock Option (Right-to-Buy)^F9	$50.10	holding	—	—	—	Jan 26, 2018	Jan 26, 2027	Common Stock	13,033	13,033	D
Employee Stock Option (Right-to-Buy)^F9	$53.57	holding	—	—	—	Jan 25, 2019	Jan 25, 2028	Common Stock	12,008	12,008	D
Performance Stock Option (Right-to-Buy)^F10	$57.70	holding	—	—	—	Jan 31, 2021	Oct 20, 2027	Common Stock	34,403	34,403	D
Performance Stock Units^F3,F5	$0.00	holding	—	—	—	Jan 25, 2019	Jan 25, 2028	Common Stock	1,268	1,268	D
Performance Stock Units^F12,F3,F11	$0.00	holding	—	—	—	Oct 12, 2017	Oct 12, 2019	Common Stock	408	408	D
Restricted Stock Units^F7,F8	$0.00	holding	—	—	—	Jan 25, 2019	Jan 25, 2028	Common Stock	1,269	1,269	D
Restricted Stock Units^F13,F7,F8	$0.00	holding	—	—	—	Oct 12, 2017	Oct 12, 2019	Common Stock	409	409	D

Explanation of responses

F1Shares withheld for taxes due on 489 shares issued.
F10These 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.
F11These performance stock units vest in three 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.
F12Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
F13Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
F2Shares withheld for taxes due on 638 shares issued.
F3These performance stock units convert into shares of common stock on a 1-for-1 basis.
F4This amount reflects a 105% payout based on the performance criteria achieved.
F5These 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.
F6This 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.
F7These restricted stock units convert into shares of common stock on a 1-for-1 basis.
F8These restricted stock units vest in three equal annual installments beginning on the date shown.
F9This option vests in three equal annual installments beginning on the date shown.