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*
Cai Zhiwei

(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)
Executive Vice President, EA
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020
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 24,107 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
Phantom Units $0.0000(1) 05/29/2020 A 13.28 (2) (2) Common Stock 13.28 $37.62 2,730.98(3) D
Employee Stock Option (Right-to-Buy) $45.05 01/24/2020(4) 01/24/2029 Common Stock 27,472 27,472 D
Employee Stock Option (Right-to-Buy) $48.35 01/24/2021(4) 01/24/2030 Common Stock 28,985 28,985 D
Employee Stock Option (Right-to-Buy) $48.92 01/23/2015(5) 01/23/2024 Common Stock 2,746 2,746 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(5) 01/26/2027 Common Stock 13,033 13,033 D
Employee Stock Option (Right-to-Buy) $53.57 01/25/2019(4) 01/25/2028 Common Stock 16,375 16,375 D
Performance Stock Option (Right-to-Buy) $57.7 01/31/2021(6) 10/20/2027 Common Stock 62,552 62,552 D
Performance Stock Units $0.0000(7) 01/24/2020(8) 01/24/2022 Common Stock 2,017.6 2,017.6(9) D
Performance Stock Units $0.0000(7) 01/25/2019(8) 01/25/2021 Common Stock 612.14 612.14(9) D
Restricted Stock Units $0.0000(10) 01/24/2020(11) 01/24/2022 Common Stock 2,017.61 2,017.61(12) D
Restricted Stock Units $0.0000(10) 01/24/2021(11) 01/24/2023 Common Stock 2,992.72 2,992.72(12) D
Restricted Stock Units $0.0000(10) 01/25/2019(11) 01/25/2021 Common Stock 601.78 601.78(12) D
Explanation of Responses:
1. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
2. 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 Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.
3. Amount includes stock units acquired pursuant to a dividend equivalent feature.
4. This option vests in three equal annual installments beginning on the date shown.
5. This option is 100% vested.
6. 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.
7. These performance stock units convert into shares of common stock on a 1-for-1 basis.
8. 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.
9. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
10. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
11. These restricted stock units vest in three equal annual installments beginning on the date shown.
12. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
/s/ Debra L. Hovland, Attorney-in-Fact 06/01/2020
** 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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