SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Owens James

(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683

(Street)
ST. PAUL MN 55164-0683

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO [ FUL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/22/2018 M 10,152 A $54.89 159,366.776 D
Common Stock 01/22/2018 F 3,162(1) D $54.89 156,204.776(2) D
Common Stock 346(3) I By 401(k) Plan
Common Stock 280 I By Son(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.0000(5) 01/22/2018 M 10,152 01/22/2016(6) 01/22/2018 Common Stock 10,152 $54.89 0.0000 D
Employee Stock Option (Right-to-Buy) $20.57 12/03/2010(7) 12/03/2019 Common Stock 33,275 33,275 D
Employee Stock Option (Right-to-Buy) $22.27 01/20/2012(7) 01/20/2021 Common Stock 48,331 48,331 D
Employee Stock Option (Right-to-Buy) $25.19 07/07/2012(7) 07/07/2021 Common Stock 15,748 15,748 D
Employee Stock Option (Right-to-Buy) $28.4 01/26/2013(7) 01/26/2022 Common Stock 77,881 77,881 D
Employee Stock Option (Right-to-Buy) $33.38 01/19/2017(8) 01/19/2026 Common Stock 182,039 182,039 D
Employee Stock Option (Right-to-Buy) $39.64 01/24/2014(7) 01/24/2023 Common Stock 80,697 80,697 D
Employee Stock Option (Right-to-Buy) $41 01/22/2016(7) 01/22/2025 Common Stock 112,727 112,727 D
Employee Stock Option (Right-to-Buy) $48.92 01/23/2015(7) 01/23/2024 Common Stock 79,061 79,061 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(8) 01/26/2027 Common Stock 151,826 151,826 D
Performance Stock Option (Right-to-Buy) $57.7 01/31/2021(9) 10/20/2027 Common Stock 289,684 289,684(10) D
Performance Stock Units $0.0000(11) 01/19/2017(12) 01/19/2019 Common Stock 7,221.74 7,221.74(13) D
Performance Stock Units $0.0000(11) 01/26/2018(12) 01/26/2020 Common Stock 16,465.67 16,465.67(14) D
Performance Stock Units (CEO) $0.0000(11) 01/19/2017(15) 01/19/2019 Common Stock 7,251.74 7,251.74(13) D
Performance Stock Units (CEO) $0.0000(11) 01/26/2018(15) 01/26/2020 Common Stock 26,222.09 26,222.09(14) D
Explanation of Responses:
1. Shares withheld for taxes due on 10,152 shares issued.
2. Amount includes 189,261 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.
3. This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
4. Held jointly by spouse and son.
5. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
6. These restricted stock units vest in three equal annual installments beginning on the date shown.
7. This option is 100% vested.
8. This option vests in three equal annual installments beginning on the date shown.
9. These 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.
10. Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 400,776 shares of Common Stock at the price of $57.70 per share. Prior to vesting, the number of options subject to the award will be adjusted based on the company's adjusted EBITDA performance for fiscal year 2020. The number of options may decrease to as low as 0% of the initial number of options depending on the level of EBITDA performance. The grant amount is shown at the superior level of performance.
11. These performance stock units convert into shares of common stock on a 1-for-1 basis.
12. These 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.
13. This 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.
14. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
15. These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.
/s/ Timothy J. Keenan, Attorney-in-Fact 01/24/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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