SEC Form 4 · accession 0001225208-18-014612
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
Oct 12, 2018
Accepted (ET)
Oct 16, 2018 · 1:49 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 | Oct 12, 2018 | M | 237 | $45.50 | A | 2,286 | D | |
| Common Stock | Oct 12, 2018 | M | 202 | $45.50 | A | 2,488 | D | |
| Common StockF1 | Oct 12, 2018 | F | 65 | $45.50 | D | 2,423 | D | |
| Common StockF2 | Oct 12, 2018 | F | 75 | $45.50 | D | 2,348 | 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 UnitsF5,F3,F4 | $0.00 | Oct 12, 2018 | M | 237 | D | Oct 12, 2017 | Oct 12, 2019 | Common Stock | 237 | 210 | D |
| Restricted Stock UnitsF8,F6,F7 | $0.00 | Oct 12, 2018 | M | 202 | D | Oct 12, 2017 | Oct 12, 2019 | Common Stock | 202 | 211 | 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)F10 | $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)F11 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 34,403 | 34,403 | D |
| Performance Stock UnitsF5,F3,F12 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 1,275 | 1,275 | D |
| Performance Stock UnitsF13,F3,F12 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 955 | 955 | D |
| Restricted Stock UnitsF8,F6,F7 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 1,276 | 1,276 | D |
| Restricted Stock UnitsF5,F6,F7 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,308 | 1,308 | D |
Explanation of responses
- F1Shares withheld for taxes due on 202 shares issued.
- F10This option vests in three equal installments beginning on the date shown.
- F11These 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.
- F12These 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.
- F13This 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.
- F2Shares withheld for taxes due on 237 shares issued.
- F3These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F4These 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.
- F5Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F6These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F7These restricted stock units vest in three equal annual installments beginning on the date shown.
- F8Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F9This option vests in three equal annual installments beginning on the date shown.