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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO [ FUL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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). | ||
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. |