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 |
| |||||||||||||||
| 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) 01/22/2017 | ||||||||||||||||||||||||||
| 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 | 01/22/2017 | M | 630 | A | $48.3 | 10,631.69 | D | |||
| Common Stock | 01/22/2017 | F | 246(1) | D | $48.3 | 10,385.69(2) | D | |||
| Common Stock | 4.77(3) | I | By 401(k) Plan | |||||||
| 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(4) | 01/22/2017 | M | 630 | (5) | 01/22/2018 | Common Stock | 630 | $48.3 | 650.38(6) | D | ||||
| Employee Stock Option (Right-to-Buy) | $20.57 | (7) | 12/03/2019 | Common Stock | 4,340 | 4,340 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $22.27 | (7) | 01/20/2021 | Common Stock | 4,315 | 4,315 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $28.4 | (7) | 01/26/2022 | Common Stock | 3,504 | 3,504 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $33.38 | (8) | 01/19/2026 | Common Stock | 9,546 | 9,546 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $38.31 | (9) | 04/10/2023 | Common Stock | 658 | 658 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $39.64 | (7) | 01/24/2023 | Common Stock | 2,806 | 2,806 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $41 | (10) | 01/22/2025 | Common Stock | 7,292 | 7,292 | D | ||||||||
| Employee Stock Option (Right-to-Buy) | $48.92 | (11) | 01/23/2024 | Common Stock | 5,326 | 5,326 | D | ||||||||
| Performance Stock Units | $0.0000(12) | 01/19/2017(13) | 01/19/2019 | Common Stock | 741.92 | 741.92(14) | D | ||||||||
| Phantom Units | $0.0000(15) | (16) | (16) | Common Stock | 2,989.5042 | 2,989.5042(17) | D | ||||||||
| Restricted Stock Units | $0.0000(4) | (18) | 01/19/2019 | Common Stock | 741.92(18) | 741.92 | D | ||||||||
| Restricted Stock Units | $0.0000(4) | (19) | 01/23/2017 | Common Stock | 552.38 | 552.38(6) | D | ||||||||
| Restricted Stock Units | $0.0000(20) | (21) | 05/01/2018 | Common Stock | 4,712.22 | 4,712.22(22) | D | ||||||||
| Explanation of Responses: |
| 1. Shares withheld for taxes due on 630 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan. |
| 2. Amended and Restated Year 2000 Stock Incentive Plan: Amount includes 2,738 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. Total amount also includes shares acquired pursuant to a dividend reinvestment plan. |
| 3. 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan. |
| 4. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis. |
| 5. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016. |
| 6. H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan. |
| 7. Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested. |
| 8. 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. |
| 9. Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016. |
| 10. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016. |
| 11. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015. |
| 12. H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis. |
| 13. H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units vest in three 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. These performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant. |
| 14. H.B. Fuller Company 2013 Master Incentive Plan: 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 of the H.B. Fuller Company 2013 Master Incentive Plan. |
| 15. Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis. |
| 16. Key Employee Deferred Compensation Plan: 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. |
| 17. Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount (acquired after 12-31-04) includes stock units acquired pursuant to a dividend equivalent feature of the Key Employee Deferred Compensation Plan. |
| 18. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant. |
| 19. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015. |
| 20. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis. |
| 21. H.B. Fuller Company 2016 Master Incentive Plan: 50% of these restricted stock units will vest on May 1, 2017 and 50% will vest on May 1, 2018. |
| 22. H.B. Fuller Company 2016 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan. |
| /s/ Timothy J. Keenan, Attorney-in-Fact | 01/24/2017 | |
| ** 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. | ||