SEC Form 4 · accession 0001225208-19-002571
FULLER H B CO · FUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zhiwei Cai
Officer — Sr. VP, Engineering Adhesives
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 6:07 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 | Feb 12, 2019 | M | 4,515 | $48.54 | A | 14,642 | D | |
| Common Stock | Feb 12, 2019 | M | 269 | $48.54 | A | 14,911 | D | |
| Common Stock | Feb 12, 2019 | M | 190 | $48.54 | A | 15,101 | D | |
| Common StockF1 | Feb 12, 2019 | F | 67 | $48.54 | D | 15,034 | D | |
| Common StockF2 | Feb 12, 2019 | F | 94 | $48.54 | D | 14,940 | D | |
| Common StockF3 | Feb 12, 2019 | F | 1,562 | $48.54 | D | 13,378 | 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 UnitsF4,F5 | $0.00 | Feb 12, 2019 | M | 190 | D | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 190 | 0 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Feb 12, 2019 | M | 269 | D | Feb 12, 2017 | Feb 12, 2019 | Common Stock | 269 | 0 | D |
| Restricted Stock UnitsF8,F6,F7 | $0.00 | Feb 12, 2019 | M | 4,515 | D | Feb 12, 2018 | Feb 12, 2020 | Common Stock | 4,515 | 11,463 | D |
| Employee Stock Option (Right-to-Buy)F9 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F10 | $36.00 | holding | — | — | — | Feb 12, 2017 | Feb 12, 2026 | Common Stock | 6,649 | 6,649 | D |
| Employee Stock Option (Right-to-Buy)F9 | $39.33 | holding | — | — | — | Oct 1, 2015 | Oct 1, 2024 | Common Stock | 1,669 | 1,669 | D |
| Employee Stock Option (Right-to-Buy)F9 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F9 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F9 | $41.80 | holding | — | — | — | Feb 2, 2018 | Feb 2, 2025 | Common Stock | 27,726 | 27,726 | D |
| Employee Stock Option (Right-to-Buy)F10 | $45.05 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2029 | Common Stock | 27,472 | 27,472 | D |
| Employee Stock Option (Right-to-Buy)F9 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 2,746 | 2,746 | 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)F10 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 16,375 | 16,375 | D |
| Performance Stock Option (Right-to-Buy)F11 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 62,552 | 62,552 | D |
| Performance Stock UnitsF4,F5 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 2,947 | 2,947 | D |
| Performance Stock UnitsF12,F4,F5 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,176 | 1,176 | D |
| Performance Stock UnitsF13,F4,F5 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 491 | 491 | D |
| Phantom UnitsF16,F14,F15 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,891 | 1,891 | D |
| Restricted Stock UnitsF6,F17 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2020 | Common Stock | 790 | 790 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 2,947 | 2,947 | D |
| Restricted Stock UnitsF18,F6,F7 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 1,166 | 1,166 | D |
| Restricted Stock UnitsF18,F6,F7 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 1,236 | 1,236 | D |
Explanation of responses
- F1Shares withheld for taxes due on 190 shares issued.
- F10This option vests in three equal annual 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.
- 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 Deferred Compensation 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.
- F17These restricted stock units vest in one annual installment on the date shown.
- F18Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2Shares withheld for taxes due on 269 shares issued.
- F3Shares withheld for taxes due on 4,515 shares issued.
- F4These performance stock units convert into shares of common stock on a 1-for-1 basis.
- 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 three equal annual installments beginning on the date shown.
- F8The total reported in Column 9 has been adjusted to correct for an understatement of total holdings due to dividend equivalents inadvertently being added (and overstating) the restricted stock unit grant granted on February 12, 2016, with a final vesting being reported on this Form 4. These errors were first reflected in Form 4s filed on May 22, 2018 and August 28, 2018.
- F9This option is 100% vested.