SEC Form 4 · accession 0001225208-19-001355
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
Jan 24, 2019
Accepted (ET)
Jan 28, 2019 · 4:24 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 | — | — | — | 23,587 | D | ||
| Common StockF1 | 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)F2 | $45.05 | Jan 24, 2019 | A | 16,483 | A | Jan 24, 2020 | Jan 24, 2029 | Common Stock | 16,483 | 16,483 | D |
| Performance Stock UnitsF4,F3,F5 | $0.00 | Jan 24, 2019 | A | 1,768 | A | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 1,768 | 1,768 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Jan 24, 2019 | A | 829 | A | Jan 24, 2020 | Jan 24, 2020 | Common Stock | 829 | 829 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Jan 24, 2019 | A | 1,768 | A | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 1,768 | 1,768 | D |
| Employee Stock Option (Right-to-Buy)F9 | $20.57 | holding | — | — | — | Dec 3, 2010 | Dec 3, 2019 | Common Stock | 13,205 | 13,205 | D |
| Employee Stock Option (Right-to-Buy)F9 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 15,822 | 15,822 | D |
| Employee Stock Option (Right-to-Buy)F9 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 14,278 | 14,278 | D |
| Employee Stock Option (Right-to-Buy)F9 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 16,408 | 16,408 | D |
| Employee Stock Option (Right-to-Buy)F9 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 10,291 | 10,291 | D |
| Employee Stock Option (Right-to-Buy)F9 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 12,534 | 12,534 | D |
| Employee Stock Option (Right-to-Buy)F9 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 9,154 | 9,154 | D |
| Employee Stock Option (Right-to-Buy)F2 | $51.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 14,336 | 14,336 | D |
| Employee Stock Option (Right-to-Buy)F2 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 13,100 | 13,100 | 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 UnitsF13,F11,F12 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,397 | 1,397 | D |
| Performance Stock UnitsF14,F3,F12 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,054 | 1,054 | D |
| Restricted Stock UnitsF15,F6,F8 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,397 | 1,397 | D |
| Restricted Stock UnitsF15,F6,F8 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 2,299 | 2,299 | D |
Explanation of responses
- F1Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- 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 convert into shares of common stock on a 1-for-1 basis
- 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.
- F13Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature
- F14This 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.
- F15Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2This option vests in three equal annual installments beginning on the date shown.
- F3These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F4Each 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.
- 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
- F6These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F7These restricted stock units vest in one annual installment on the date shown.
- F8These restricted stock units vest in three equal annual installments beginning on the date shown.
- F9This option is 100% vested.