SEC Form 4 · accession 0001225208-19-001460
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Owens
Officer — President and CEO
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 | 5,555 | $46.50 | A | 178,207 | D | |
| Common Stock | Jan 25, 2019 | M | 5,167 | $46.50 | A | 183,374 | D | |
| Common StockF1 | Jan 25, 2019 | F | 1,589 | $46.50 | D | 181,785 | D | |
| Common StockF2 | Jan 25, 2019 | F | 1,869 | $46.50 | D | 179,916 | D | |
| Common Stock | Jan 26, 2019 | M | 8,757 | $46.50 | A | 188,673 | D | |
| Common Stock | Jan 26, 2019 | M | 3,162 | $46.50 | A | 191,835 | D | |
| Common StockF3 | Jan 26, 2019 | F | 1,443 | $46.50 | D | 190,392 | D | |
| Common StockF4 | Jan 26, 2019 | F | 3,994 | $46.50 | D | 186,398 | D | |
| Common StockF5 | holding | — | — | — | 350 | I | By 401(k) Plan | |
| Common StockF6 | holding | — | — | — | 280 | I | By Son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF8,F10,F7,F9 | $0.00 | Jan 25, 2019 | M | 5,555 | D | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 5,555 | 10,491 | D |
| Performance Stock Units (CEO)F12,F7,F11 | $0.00 | Jan 25, 2019 | M | 5,167 | D | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 5,167 | 10,495 | D |
| Performance Stock UnitsF13,F14,F7,F9 | $0.00 | Jan 26, 2019 | M | 3,162 | D | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 3,162 | 5,718 | D |
| Performance Stock Units (CEO)F12,F7,F11 | $0.00 | Jan 26, 2019 | M | 8,757 | D | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 8,757 | 9,024 | D |
| Employee Stock Option (Right-to-Buy)F15 | $20.57 | holding | — | — | — | Dec 3, 2010 | Dec 3, 2019 | Common Stock | 33,275 | 33,275 | D |
| Employee Stock Option (Right-to-Buy)F15 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 48,331 | 48,331 | D |
| Employee Stock Option (Right-to-Buy)F15 | $25.19 | holding | — | — | — | Jul 7, 2012 | Jul 7, 2021 | Common Stock | 15,748 | 15,748 | D |
| Employee Stock Option (Right-to-Buy)F15 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 77,881 | 77,881 | D |
| Employee Stock Option (Right-to-Buy)F15 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 182,039 | 182,039 | D |
| Employee Stock Option (Right-to-Buy)F15 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 80,697 | 80,697 | D |
| Employee Stock Option (Right-to-Buy)F15 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 112,727 | 112,727 | D |
| Employee Stock Option (Right-to-Buy)F16 | $45.05 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2019 | Common Stock | 226,403 | 226,403 | D |
| Employee Stock Option (Right-to-Buy)F15 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 79,061 | 79,061 | D |
| Employee Stock Option (Right-to-Buy)F16 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 151,826 | 151,826 | D |
| Employee Stock Option (Right-to-Buy)F16 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 146,887 | 146,887 | D |
| Performance Stock Option (Right-to-Buy)F17 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 289,684 | 289,684 | D |
| Performance Stock UnitsF7,F9 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 24,289 | 24,289 | D |
| Performance Stock Units (CEO)F7,F18 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2020 | Common Stock | 9,028 | 9,028 | D |
| Performance Stock Units (CEO)F7,F11 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 24,290 | 24,290 | D |
Explanation of responses
- F1Shares withheld for taxes due on 5,167 shares issued.
- F10This 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.
- F11These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.
- F12Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F13This amount reflects a 57.50% payout based on the performance criteria achieved.
- F14This amount has been adjusted to reflect the decrease 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.
- F15This option is 100% vested.
- F16This option vests in three equal annual installments beginning on the date shown.
- F17These 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.
- F18These performance stock units vest in one annual installment beginning on the date shown, subject to one or more performance measures being achieved.
- F2Shares withheld for taxes due on 5,555 shares issued.
- F3Shares withheld for taxes due on 3,162 shares issued.
- F4Shares withheld for taxes due on 8,757 shares issued.
- F5This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F6Held jointly by spouse and son.
- F7These performance stock units convert into shares of common stock on a 1-for-1 basis.
- F8This amount reflects a 107.5% payout based on the performance criteria achieved.
- 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.