SEC Form 4 · accession 0001225208-19-002829
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
Feb 15, 2019
Accepted (ET)
Feb 19, 2019 · 9:43 am 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,F2 | Feb 15, 2019 | S | 3,215 | $48.8627 | D | 9,945 | D | |
| Common StockF3 | 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)F4 | $22.27 | holding | — | — | — | Jan 20, 2012 | Jan 20, 2021 | Common Stock | 4,315 | 4,315 | D |
| Employee Stock Option (Right-to-Buy)F4 | $28.40 | holding | — | — | — | Jan 26, 2013 | Jan 26, 2022 | Common Stock | 3,504 | 3,504 | D |
| Employee Stock Option (Right-to-Buy)F4 | $33.38 | holding | — | — | — | Jan 19, 2017 | Jan 19, 2026 | Common Stock | 9,546 | 9,546 | D |
| Employee Stock Option (Right-to-Buy)F4 | $38.31 | holding | — | — | — | Apr 10, 2014 | Apr 10, 2023 | Common Stock | 658 | 658 | D |
| Employee Stock Option (Right-to-Buy)F4 | $39.64 | holding | — | — | — | Jan 24, 2014 | Jan 24, 2023 | Common Stock | 2,806 | 2,806 | D |
| Employee Stock Option (Right-to-Buy)F4 | $41.00 | holding | — | — | — | Jan 22, 2016 | Jan 22, 2025 | Common Stock | 7,292 | 7,292 | D |
| Employee Stock Option (Right-to-Buy)F5 | $45.05 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2029 | Common Stock | 8,791 | 8,791 | D |
| Employee Stock Option (Right-to-Buy)F4 | $48.92 | holding | — | — | — | Jan 23, 2015 | Jan 23, 2024 | Common Stock | 5,326 | 5,326 | D |
| Employee Stock Option (Right-to-Buy)F5 | $50.10 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 7,582 | 7,582 | D |
| Employee Stock Option (Right-to-Buy)F5 | $53.57 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2028 | Common Stock | 7,336 | 7,336 | D |
| Performance Stock Option (Right-to-Buy)F6 | $57.70 | holding | — | — | — | Jan 31, 2021 | Oct 20, 2027 | Common Stock | 20,016 | 20,016 | D |
| Performance Stock UnitsF7,F8 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 943 | 943 | D |
| Performance Stock UnitsF9,F7,F8 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 525 | 525 | D |
| Performance Stock UnitsF10,F7,F8 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2020 | Common Stock | 287 | 287 | D |
| Phantom UnitsF13,F11,F12 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,060 | 3,060 | D |
| Restricted Stock UnitsF14,F15 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2020 | Common Stock | 463 | 463 | D |
| Restricted Stock UnitsF14,F16 | $0.00 | holding | — | — | — | Jan 24, 2020 | Jan 24, 2022 | Common Stock | 943 | 943 | D |
| Restricted Stock UnitsF17,F14,F16 | $0.00 | holding | — | — | — | Jan 25, 2019 | Jan 25, 2021 | Common Stock | 525 | 525 | D |
| Restricted Stock UnitsF17,F14,F16 | $0.00 | holding | — | — | — | Jan 26, 2018 | Jan 26, 2027 | Common Stock | 654 | 654 | D |
Explanation of responses
- F1The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $48.80 to $48.8790. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
- F10This 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.
- F11These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
- F12These 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.
- F13Amount includes stock units acquired pursuant to a dividend equivalent feature.
- F14These restricted stock units convert into shares of common stock on a 1-for-1 basis.
- F15These restricted stock units vest in one annual installment on the date shown.
- F16These restricted stock units vest in three equal annual installments beginning on the date shown.
- F17Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
- F2Amount includes shares acquired pursuant to a dividend reinvestment plan.
- F3Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
- F4This option is 100% vested.
- F5This option vests in three equal annual installments beginning on the date shown.
- F6These 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.
- F7These performance stock units convert into shares of common stock on a 1-for-1 basis.
- 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.
- F9Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.