SEC FORM 4 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)
10/20/2017
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 10/17/2017 G V 50 D $0.0000(1) 6,189 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 Option (Right-to-Buy) $57.7 10/20/2017 A 34,403(2) 01/31/2021(3) 10/20/2027 Common Stock 34,403 $57.7 34,403 D
Employee Stock Option (Right-to-Buy) $22.27 (4) 01/20/2021 Common Stock 6,524 6,524 D
Employee Stock Option (Right-to-Buy) $23.68 (4) 04/14/2020 Common Stock 3,647 3,647 D
Employee Stock Option (Right-to-Buy) $28.4 (4) 01/26/2022 Common Stock 5,451 5,451 D
Employee Stock Option (Right-to-Buy) $33.38 (5) 01/19/2026 Common Stock 6,264 6,264 D
Employee Stock Option (Right-to-Buy) $39.64 (4) 01/24/2023 Common Stock 4,126 4,126 D
Employee Stock Option (Right-to-Buy) $41 (6) 01/22/2025 Common Stock 4,785 4,785 D
Employee Stock Option (Right-to-Buy) $43.16 (7) 04/06/2026 Common Stock 7,706 7,706 D
Employee Stock Option (Right-to-Buy) $48.92 (8) 01/23/2024 Common Stock 4,194 4,194 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(9) 01/26/2027 Common Stock 13,033 13,033 D
Employee Stock Option (Right-to-Buy) $50.16 12/04/2016 12/04/2023 Common Stock 4,010 4,010 D
Performance Stock Units $0.0000(10) 01/19/2017(11) 01/19/2019 Common Stock 490.36 490.36(12) D
Performance Stock Units $0.0000(10) 01/26/2018(13) 01/26/2020 Common Stock 1,409.11 1,409.11(14) D
Performance Stock Units $0.0000(10) 04/06/2017(11) 04/06/2019 Common Stock 605.13 605.13(14) D
Restricted Stock Units $0.0000(15) (16) 01/19/2019 Common Stock 491.37 491.37(17) D
Restricted Stock Units $0.0000(15) (18) 01/22/2018 Common Stock 430.53 430.53(17) D
Restricted Stock Units $0.0000(15) (19) 04/06/2019 Common Stock 605.13 605.13(17) D
Restricted Stock Units $0.0000(15) 01/26/2018(20) 01/26/2020 Common Stock 2,775.87 2,775.87(17) D
Explanation of Responses:
1. Bona fide gift made by the Reporting Person on October 17, 2017.
2. Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 34,403 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 adjusted EBITDA performance. The grant amount is shown at the superior level of performance.
3. 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.
4. This option is 100% vested.
5. This option vests in three equal annual installments beginning on January 19, 2017.
6. This option vests in three equal annual installments beginning on January 22, 2016.
7. This option vests in three equal annual installments beginning on April 6, 2017.
8. H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.
9. This option vests in three equal annual installments beginning on the date shown.
10. These performance stock units convert into shares of common stock on a 1-for-1 basis.
11. 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.
12. 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.
13. 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.
14. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
15. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
16. These restricted stock units vest in three equal annual installments beginning on January 19, 2017.
17. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
18. These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
19. These restricted stock units vest in three equal annual installments beginning on April 6, 2017.
20. These restricted stock units vest in three equal annual installments beginning on the date shown.
/s/ Timothy J. Keenan, Attorney-in-Fact 10/24/2017
** 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).
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