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Sec Form 4 Filing - Kivits Patrick M. @ FULLER H B CO - 2019-01-19

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Kivits Patrick M.
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)
Senior VP, EIMEA
(Last)
(First)
(Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2019
(Street)
ST. PAUL, MN55164-0683
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/19/2019 M 902 A $ 45.53 3,487 D
Common Stock 01/19/2019 M 631 A $ 45.53 4,118 D
Common Stock 01/19/2019 F 289 ( 1 ) D $ 45.53 3,829 D
Common Stock 01/19/2019 F 413 ( 2 ) D $ 45.53 3,416 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 3 ) 01/19/2019 M 631 ( 4 ) 01/19/2017( 5 ) 01/19/2019 Common Stock 631 $ 45.53 0 ( 6 ) D
Restricted Stock Units $ 0 ( 7 ) 01/19/2019 M 902 01/19/2017( 8 ) 01/19/2019 Common Stock 902 $ 45.53 0 ( 9 ) D
Employee Stock Option (Right-to-Buy) $ 33.38 01/19/2017( 10 ) 01/19/2026 Common Stock 22,374 22,374 D
Employee Stock Option (Right-to-Buy) $ 34.43 10/01/2016( 10 ) 10/01/2025 Common Stock 7,207 7,207 D
Employee Stock Option (Right-to-Buy) $ 50.1 01/26/2018( 11 ) 01/26/2027 Common Stock 17,772 17,772 D
Employee Stock Option (Right-to-Buy) $ 53.57 01/25/2019( 11 ) 01/25/2028 Common Stock 16,375 16,375 D
Performance Stock Option (Right-to-Buy) $ 57.7 01/31/2021( 12 ) 10/20/2027 Common Stock 62,552 62,552 D
Performance Stock Units $ 0 ( 3 ) 01/25/2019( 5 ) 01/25/2021 Common Stock 1,745.74 1,745.74 ( 13 ) D
Performance Stock Units $ 0 ( 3 ) 01/26/2018( 5 ) 01/26/2020 Common Stock 1,307.2 1,307.2 ( 14 ) D
Restricted Stock Units $ 0 ( 7 ) 01/25/2019( 8 ) 01/25/2021 Common Stock 1,745.74 1,745.74 ( 9 ) D
Restricted Stock Units $ 0 ( 7 ) 01/26/2018( 8 ) 01/26/2020 Common Stock 2,950.99 2,950.99 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kivits Patrick M.
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
Senior VP, EIMEA
Signatures
/s/ Timothy J. Keenan, Attorney-in-Fact 01/23/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld for taxes due on 631 shares issued.
( 2 )Shares withheld for taxes due on 902 shares issued.
( 3 )These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 4 )This amount reflects a 70% payout based on the performance criteria achieved.
( 5 )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.
( 6 )This amount has been adjusted to reflect the decrease in number of performance stock units of the original grant based on performance criteria.
( 7 )These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 8 )These restricted stock units vest in three equal annual installments beginning on the date shown.
( 9 )Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
( 10 )This option is 100% vested.
( 11 )This option vests in three equal annual installments beginning on the date shown.
( 12 )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.
( 13 )Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
( 14 )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.

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.