SEC Form 4 · accession 0001225208-19-001459
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W. Moorman
Officer — VP, Operations Excellence
Period of report
Jan 25, 2019
Accepted (ET)
Jan 29, 2019 · 6:15 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 25, 2019 | M | 362 | $46.50 | A | 1,935 | D | |
| Common Stock | Jan 25, 2019 | M | 337 | $46.50 | A | 2,272 | D | |
| Common StockF1 | Jan 25, 2019 | F | 122 | $46.50 | D | 2,150 | D | |
| Common StockF2 | Jan 25, 2019 | F | 131 | $46.50 | D | 2,019 | D | |
| Common Stock | Jan 26, 2019 | M | 638 | $46.50 | A | 2,657 | D | |
| Common Stock | Jan 26, 2019 | M | 205 | $46.50 | A | 2,862 | D | |
| Common StockF3 | Jan 26, 2019 | F | 75 | $46.50 | D | 2,787 | D | |
| Common StockF4 | Jan 26, 2019 | F | 231 | $46.50 | D | 2,556 | D | |
| Common StockF5 | holding | — | — | — | 1,248 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF7,F9,F6,F8 | $0.00 | Jan 25, 2019 | M | 362 | D | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 362 | 687 | D |
| Phantom UnitsF12,F10,F11 | $0.00 | Jan 25, 2019 | A | 13 | A | — | — | Common Stock | 13 | 336 | D |
| Restricted Stock UnitsF15,F13,F14 | $0.00 | Jan 25, 2019 | M | 337 | D | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 337 | 687 | D |
| Performance Stock UnitsF16,F17,F6,F8 | $0.00 | Jan 26, 2019 | M | 205 | D | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 205 | 375 | D |
| Restricted Stock UnitsF15,F13,F14 | $0.00 | Jan 26, 2019 | M | 638 | D | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 638 | 660 | D |
| Employee Stock Option (Right-to-Buy)F18 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 3,894 | 3,894 | D |
| Employee Stock Option (Right-to-Buy)F18 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 6,891 | 6,891 | D |
| Employee Stock Option (Right-to-Buy)F19 | $38.31 | holding | — | — | — | Apr 10, 2016 | Apr 10, 2023 | Common Stock | 1,257 | 1,257 | D |
| Employee Stock Option (Right-to-Buy)F18 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F18 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 3,760 | 3,760 | D |
| Employee Stock Option (Right-to-Buy)F19 | $45.05 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2029 | Common Stock | 12,087 | 12,087 | D |
| Employee Stock Option (Right-to-Buy)F18 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 2,496 | 2,496 | D |
| Employee Stock Option (Right-to-Buy)F19 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 9,918 | 9,918 | D |
| Employee Stock Option (Right-to-Buy)F19 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 9,606 | 9,606 | D |
| Performance Stock Option (Right-to-Buy)F20 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 34,403 | 34,403 | D |
| Performance Stock UnitsF6,F8 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 1,296 | 1,296 | D |
| Restricted Stock UnitsF13,F21 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2020 | Common Stock | 447 | 447 | D |
| Restricted Stock UnitsF13,F14 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 1,297 | 1,297 | D |
Explanation of responses
- F1Shares withheld for taxes due on 337 shares issued.
- F10These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F11These 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.
- F12Amount includes stock units acquired pursuant to a dividend equivalent 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.
- F16This amount reflects a 57.50% payout based on the performance criteria achieved.
- F17This amount has been adjusted to reflect the decrease 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.
- F18This option is 100% vested.
- F19This option vests in three equal annual installments beginning on the date shown.
- F2Shares withheld for taxes due on 362 shares issued.
- F20These 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.
- F21These restricted stock units vest in one annual installment on the date shown.
- F3Shares withheld for taxes due on 205 shares issued.
- F4Shares withheld for taxes due on 638 shares issued.
- F5Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F6These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F7This amount reflects a 107.5% 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 includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.