SEC Form 4 · accession 0001225208-18-012154
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Keenan
Officer — VP, Gen. Counsel & Corp. Sec.
Period of report
Jul 30, 2018
Accepted (ET)
Aug 1, 2018 · 5:17 pm EDT
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 | Jul 30, 2018 | M | 4,300 | $20.57 | A | 30,173 | D | |
| Common StockF1 | Jul 30, 2018 | S | 2,913 | $56.4031 | D | 27,260 | D | |
| Common StockF2,F3 | Jul 30, 2018 | S | 4,300 | $56.3377 | D | 22,960 | D | |
| Common StockF4 | holding | — | — | — | 6 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right-to-Buy)F5 | $20.57 | Jul 30, 2018 | M | 4,300 | D | Dec 3, 2010 | Dec 3, 2019 | Common Stock | 4,300 | 13,205 | D |
| Employee Stock Option (Right-to-Buy)F5 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 15,822 | 15,822 | D |
| Employee Stock Option (Right-to-Buy)F5 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 14,278 | 14,278 | D |
| Employee Stock Option (Right-to-Buy)F6 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 16,408 | 16,408 | D |
| Employee Stock Option (Right-to-Buy)F5 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 10,291 | 10,291 | D |
| Employee Stock Option (Right-to-Buy)F5 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 12,534 | 12,534 | D |
| Employee Stock Option (Right-to-Buy)F5 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 9,154 | 9,154 | D |
| Employee Stock Option (Right-to-Buy)F6 | $51.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 14,336 | 14,336 | D |
| Employee Stock Option (Right-to-Buy)F6 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 13,100 | 13,100 | D |
| Performance Stock Option (Right-to-Buy)F7 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 34,403 | 34,403 | D |
| Performance Stock UnitsF10,F8,F9 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 655 | 655 | D |
| Performance Stock UnitsF12,F11,F9 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,388 | 1,388 | D |
| Performance Stock UnitsF10,F8,F9 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,048 | 1,048 | D |
| Restricted Stock UnitsF15,F13,F14 | $0.00 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2019 | Common Stock | 659 | 659 | D |
| Restricted Stock UnitsF15,F13,F14 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,388 | 1,388 | D |
| Restricted Stock UnitsF15,F13,F14 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 2,286 | 2,286 | D |
Explanation of responses
- F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $56.26 to $56.60. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
- 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.
- F11These performance stock units convert into shares of common stock on a 1-for-1 basis
- F12Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F13These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F14These restricted stock units vest in three equal annual installments beginning on the date shown.
- F15Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $56.16 to $56.60. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
- F3Amount includes 27,973 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.
- F5This option is 100% vested.
- F6This option vests in three equal annual installments beginning on the date shown.
- 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.
- F8These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F9These 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.