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*
Cooney Paula M.

(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)
VP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2019
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 01/25/2019 M 453 A $46.5 9,176 D
Common Stock 01/25/2019 M 421 A $46.5 9,597 D
Common Stock 01/25/2019 F 153(1) D $46.5 9,444 D
Common Stock 01/25/2019 F 164(2) D $46.5 9,280 D
Common Stock 01/26/2019 M 929 A $46.5 10,209 D
Common Stock 01/26/2019 M 271 A $46.5 10,480 D
Common Stock 01/26/2019 F 99(3) D $46.5 10,381 D
Common Stock 01/26/2019 F 334(4) D $46.5 10,047 D
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
Performance Stock Units $0.0000(5) 01/25/2019 M 453(6) 01/25/2019(7) 01/25/2021 Common Stock 453 $46.5 857.54(8) D
Restricted Stock Units $0.0000(9) 01/25/2019 M 421 01/25/2019(10) 01/25/2021 Common Stock 421 $46.5 859.54(11) D
Performance Stock Units $0.0000(5) 01/26/2019 M 271(12) 01/26/2018(7) 01/26/2020 Common Stock 271 $46.5 491.26(13) D
Restricted Stock Units $0.0000(9) 01/26/2019 M 929 01/26/2018(10) 01/26/2020 Common Stock 929 $46.5 958.73(11) D
Employee Stock Option (Right-to-Buy) $22.27 01/20/2012(14) 01/20/2021 Common Stock 6,524 6,524 D
Employee Stock Option (Right-to-Buy) $23.68 04/14/2011(14) 04/14/2020 Common Stock 3,647 3,647 D
Employee Stock Option (Right-to-Buy) $28.4 01/26/2013(14) 01/26/2022 Common Stock 5,451 5,451 D
Employee Stock Option (Right-to-Buy) $33.38 01/19/2017(14) 01/19/2026 Common Stock 6,264 6,264 D
Employee Stock Option (Right-to-Buy) $39.64 01/24/2014(14) 01/24/2023 Common Stock 4,126 4,126 D
Employee Stock Option (Right-to-Buy) $41 01/22/2016(14) 01/22/2025 Common Stock 4,785 4,785 D
Employee Stock Option (Right-to-Buy) $43.16 04/06/2017(15) 04/06/2026 Common Stock 7,706 7,706 D
Employee Stock Option (Right-to-Buy) $45.05 01/24/2020(15) 01/24/2029 Common Stock 15,109 15,109 D
Employee Stock Option (Right-to-Buy) $48.92 01/23/2015(14) 01/23/2024 Common Stock 4,194 4,194 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(15) 01/26/2027 Common Stock 13,033 13,033 D
Employee Stock Option (Right-to-Buy) $50.16 12/04/2016(14) 12/04/2023 Common Stock 4,010 4,010 D
Employee Stock Option (Right-to-Buy) $53.57 01/25/2019(15) 01/25/2028 Common Stock 12,008 12,008 D
Performance Stock Option (Right-to-Buy) $57.7 01/31/2021(16) 10/20/2027 Common Stock 34,403 34,403 D
Performance Stock Units $0.0000(5) 01/24/2020(7) 01/24/2022 Common Stock 1,621 1,621 D
Performance Stock Units $0.0000(5) 04/06/2017(7) 04/06/2019 Common Stock 312.3 312.3(17) D
Phantom Units $0.0000(18) (19) (19) Common Stock 767.55 767.55(20) D
Restricted Stock Units $0.0000(9) 01/24/2020(21) 01/24/2020 Common Stock 728 728 D
Restricted Stock Units $0.0000(9) 01/24/2020(10) 01/24/2022 Common Stock 1,621 1,621 D
Restricted Stock Units $0.0000(9) 04/06/2017(10) 04/06/2019 Common Stock 311.52 311.52(11) D
Explanation of Responses:
1. Shares withheld for taxes due on 421 shares issued.
2. Shares withheld for taxes due on 453 shares issued.
3. Shares withheld for taxes due on 271 shares issued.
4. Shares withheld for taxes due on 929 shares issued.
5. These performance stock units convert into shares of common stock on a 1-for-1 basis.
6. This amount reflects a 107.5% payout based on the performance criteria achieved.
7. 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.
8. This amount has been adjusted to reflect the increase in number of performance stock units of the original grant based on performance criteria. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
9. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
10. These restricted stock units vest in three equal annual installments beginning on the date shown.
11. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
12. This amount reflects a 57.50% payout based on the performance criteria achieved.
13. This amount has been adjusted to reflect the decrease 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. This option is 100% vested.
15. This option vests in three equal annual installments beginning on the date shown.
16. 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.
17. 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.
18. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
19. These 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.
20. Amount includes stock units acquired pursuant to a dividend equivalent feature.
21. These restricted stock units vest in one annual installment on the date shown.
/s/ Timothy J. Keenan, Attorney-in-Fact 01/29/2019
** 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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