SEC Form 4 · accession 0001225208-18-001889
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Owens
Officer — President and CEO
Period of report
Jan 26, 2018
Accepted (ET)
Jan 30, 2018 · 7:34 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 | Jan 26, 2018 | M | 8,653 | $54.53 | A | 164,858 | D | |
| Common Stock | Jan 26, 2018 | M | 5,703 | $54.53 | A | 170,561 | D | |
| Common StockF1 | Jan 26, 2018 | F | 2,601 | $54.53 | D | 167,960 | D | |
| Common StockF2,F3 | Jan 26, 2018 | F | 3,881 | $54.53 | D | 164,079 | D | |
| Common StockF4 | holding | — | — | — | 346 | I | By 401(k) Plan | |
| Common StockF5 | holding | — | — | — | 280 | I | By Son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF7,F9,F6,F8 | $0.00 | Jan 26, 2018 | M | 5,703 | D | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 5,703 | 11,031 | D |
| Performance Stock Units (CEO)F11,F6,F10 | $0.00 | Jan 26, 2018 | M | 8,653 | D | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 8,653 | 17,569 | D |
| Employee Stock Option (Right-to-Buy)F12 | $20.57 | holding | — | — | — | Dec 3, 2010 | Dec 3, 2019 | Common Stock | 33,275 | 33,275 | D |
| Employee Stock Option (Right-to-Buy)F12 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 48,331 | 48,331 | D |
| Employee Stock Option (Right-to-Buy)F12 | $25.19 | holding | — | — | — | Jul 7, 2012 | Jul 7, 2021 | Common Stock | 15,748 | 15,748 | D |
| Employee Stock Option (Right-to-Buy)F12 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 77,881 | 77,881 | D |
| Employee Stock Option (Right-to-Buy)F13 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 182,039 | 182,039 | D |
| Employee Stock Option (Right-to-Buy)F12 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 80,697 | 80,697 | D |
| Employee Stock Option (Right-to-Buy)F12 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 112,727 | 112,727 | D |
| Employee Stock Option (Right-to-Buy)F12 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 79,061 | 79,061 | D |
| Employee Stock Option (Right-to-Buy)F13 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 151,826 | 151,826 | D |
| Employee Stock Option (Right-to-Buy)F13 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 146,887 | 146,887 | D |
| Performance Stock Option (Right-to-Buy)F14 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 289,684 | 289,684 | D |
| Performance Stock UnitsF9,F6,F8 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 7,222 | 7,222 | D |
| Performance Stock UnitsF6,F8 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 15,521 | 15,521 | D |
| Performance Stock Units (CEO)F11,F6,F10 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 7,252 | 7,252 | D |
| Performance Stock Units (CEO)F6,F8 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 15,521 | 15,521 | D |
Explanation of responses
- F1Shares withheld for taxes due on 5,703 shares issued.
- F10These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.
- F11Amount also includes performance 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.
- F2Shares withheld for taxes due on 8,653 shares issued.
- F3Amount includes 189,261 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.
- F4This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F5Held jointly by spouse and son.
- F6These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F7This amount reflects a 105% payout based on the performance criteria achieved.
- F8These 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.
- 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.