SEC Form 4 · accession 0001225208-19-001359
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Martsching
Officer — VP, Corporate Controller
Period of report
Jan 24, 2019
Accepted (ET)
Jan 28, 2019 · 4:25 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 StockF1 | holding | — | — | — | 12,327 | D | ||
| Common StockF2 | holding | — | — | — | 5 | 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)F3 | $45.05 | Jan 24, 2019 | A | 8,791 | A | Jan 24, 2020 | Jan 24, 2029 | Common Stock | 8,791 | 8,791 | D |
| Performance Stock UnitsF5,F4,F6 | $0.00 | Jan 24, 2019 | A | 943 | A | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 943 | 943 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | Jan 24, 2019 | A | 463 | A | Jan 24, 2020 | Jan 24, 2020 | Common Stock | 463 | 463 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Jan 24, 2019 | A | 943 | A | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 943 | 943 | D |
| Employee Stock Option (Right-to-Buy)F10 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 4,315 | 4,315 | D |
| Employee Stock Option (Right-to-Buy)F10 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 3,504 | 3,504 | D |
| Employee Stock Option (Right-to-Buy)F10 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F10 | $38.31 | holding | — | — | — | Apr 10, 2014 | Apr 10, 2023 | Common Stock | 658 | 658 | D |
| Employee Stock Option (Right-to-Buy)F10 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F10 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F10 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 5,326 | 5,326 | D |
| Employee Stock Option (Right-to-Buy)F3 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 7,582 | 7,582 | D |
| Employee Stock Option (Right-to-Buy)F3 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 7,336 | 7,336 | D |
| Performance Stock Option (Right-to-Buy)F11 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 20,016 | 20,016 | D |
| Performance Stock UnitsF12,F4,F6 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 782 | 782 | D |
| Performance Stock UnitsF13,F4,F6 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 558 | 558 | D |
| Phantom UnitsF16,F14,F15 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,060 | 3,060 | D |
| Restricted Stock UnitsF17,F7,F9 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 782 | 782 | D |
| Restricted Stock UnitsF17,F7,F9 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 1,286 | 1,286 | D |
Explanation of responses
- F1Amount includes shares acquired pursuant to a dividend reinvestment plan.
- F10This option is 100% vested.
- 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.
- F12Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- 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.
- F14These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F15These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee DeferredCompensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.
- F16Amount includes stock units acquired pursuant to a dividend equivalent feature.
- F17Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F3This option vests in three equal annual installments beginning on the date shown.
- F4These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F5Each 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.
- F6These 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.
- F7These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F8These restricted stock units vest in one annual installment on the date shown.
- F9These restricted stock units vest in three equal annual installments beginning on the date shown.