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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO [ FUL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 01/22/2016 | M | 9,619 | A | $34.72 | 161,283.366 | D | |||
Common Stock | 01/22/2016 | F | 3,335(1) | D | $34.72 | 157,948.366 | D | |||
Common Stock | 01/23/2016 | M | 7,855 | A | $34.72 | 165,803.366 | D | |||
Common Stock | 01/23/2016 | F | 2,641(2) | D | $34.72 | 163,162.366 | D | |||
Common Stock | 01/24/2016 | F | 23,615(3) | D | $34.72 | 139,547.366(4) | D | |||
Common Stock | 337.82(5) | I | By 401(k) Plan | |||||||
Common Stock | 280 | I | By Son(6) |
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(7) | 01/22/2016 | M | 9,619 | (8) | 01/22/2018 | Common Stock | 9,619 | $34.72 | 19,532.52(9) | D | ||||
Restricted Stock Units | $0.0000(7) | 01/23/2016 | M | 7,855 | (10) | 01/23/2017 | Common Stock | 7,855 | $34.72 | 8,093.69(9) | D | ||||
Employee Stock Option (Right-to-Buy) | $33.38 | (11) | 01/19/2026 | Common Stock | 182,039 | 182,039 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $22.27 | (12) | 01/20/2021 | Common Stock | 48,331 | 48,331 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $41 | (8) | 01/22/2025 | Common Stock | 112,727 | 112,727 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $48.92 | (13) | 01/23/2024 | Common Stock | 79,061 | 79,061 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $39.64 | (12) | 01/24/2023 | Common Stock | 80,697 | 80,697 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $28.4 | (12) | 01/26/2022 | Common Stock | 77,881 | 77,881 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $25.19 | (12) | 07/07/2021 | Common Stock | 15,748 | 15,748 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $19.03 | (12) | 10/02/2018 | Common Stock | 7,385 | 7,385 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $20.57 | (12) | 12/03/2019 | Common Stock | 33,275 | 33,275 | D | ||||||||
Employee Stock Option (Right-to-Buy) | $14.15 | (12) | 12/04/2018 | Common Stock | 47,663 | 47,663 | D | ||||||||
Restricted Stock Units | $0.0000(7) | (14) | (15) | Common Stock | 20,823 | 20,823 | D | ||||||||
Restricted Stock Units | $0.0000(7) | (16) | 01/19/2019 | Common Stock | 20,823 | 20,823 | D |
Explanation of Responses: |
1. Shares withheld for taxes due on 9,619 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan. |
2. Shares withheld for taxes due on 7,855 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan. |
3. Shares withheld for taxes due on 48,992 shares issued pursuant to the Amended and Restated Year 2000 Stock Incentive Plan. |
4. Amended and Restated Year 2000 Stock Incentive Plan: 189,261 restricted shares were awarded. Amount includes (i) 26,625 restricted shares that are 100% vested; (ii) 6,502 restricted shares that vested in three equal installments beginning on July 7, 2012; and (iii) subject to one or more performance measures being achieved, (a) 19,961 restricted shares that vested in three equal installments beginning on January 20, 2012; (b) 31,472 restricted shares that vested in three equal installments beginning on January 26, 2013; (c) 30,794 restricted shares that vested in three equal annual installments beginning on January 24, 2014; and (d) 73,907 restricted shares (50% of these shares vested on January 24, 2016 and 50% will vest on January 24, 2017). Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan. |
5. 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan. |
6. Held jointly by spouse and son. |
7. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis. |
8. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016. |
9. H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. |
10. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015, subject to one or more performance measures being achieved. |
11. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant. |
12. Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested. |
13. Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015. |
14. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three annual installments beginning on January 19, 2017 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. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant. |
15. These restricted stock units expire on January 19, 2019. |
16. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017, subject to one or more performance measures being achieved. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant. |
/s/ Timothy J. Keenan, Attorney-in-Fact | 01/26/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |