Statement of Changes in Beneficial Ownership (4)
February 14 2020 - 11:43AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Keenan Timothy J |
2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO
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FUL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Gen. Counsel & Corp. Sec. |
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(Last)
(First)
(Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2020 |
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(Street)
ST. PAUL, MN 55164-0683
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/12/2020 | | S | | 4068.0000 | D | $48.7357 (1) | 22472.0000 | D | |
| Common Stock | | | | | | | | 5.8000 (2) | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Employee Stock Option (Right-to-Buy) | $28.4000 | | | | | | | 1/26/2013 (3) | 1/26/2022 | Common Stock | 14278.0000 | | 14278.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $33.3800 | | | | | | | 1/19/2017 (3) | 1/19/2026 | Common Stock | 16408.0000 | | 16408.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $39.6400 | | | | | | | 1/24/2014 (3) | 1/24/2023 | Common Stock | 10291.0000 | | 10291.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $41.0000 | | | | | | | 1/22/2016 (3) | 1/22/2025 | Common Stock | 12534.0000 | | 12534.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $45.0500 | | | | | | | 1/24/2020 (4) | 1/24/2029 | Common Stock | 16483.0000 | | 16483.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $48.3500 | | | | | | | 1/24/2021 (4) | 1/24/2030 | Common Stock | 14492.0000 | | 14492.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $48.9200 | | | | | | | 1/23/2015 (3) | 1/23/2024 | Common Stock | 9154.0000 | | 9154.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $51.1000 | | | | | | | 1/26/2018 (3) | 1/26/2027 | Common Stock | 14336.0000 | | 14336.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $53.5700 | | | | | | | 1/25/2019 (4) | 1/25/2028 | Common Stock | 13100.0000 | | 13100.0000 | D | |
| Performance Stock Option (Right-to-Buy) | $57.7000 | | | | | | | 1/31/2021 (5) | 10/20/2027 | Common Stock | 34403.0000 | | 34403.0000 | D | |
| Performance Stock Units | $0.0000 (6) | | | | | | | 1/24/2020 (7) | 1/24/2022 | Common Stock | 1201.5700 | | 1201.5700 (8) | D | |
| Performance Stock Units | $0.0000 (6) | | | | | | | 1/25/2019 (7) | 1/25/2021 | Common Stock | 482.0700 | | 482.0700 (8) | D | |
| Restricted Stock Units | $0.0000 (9) | | | | | | | 1/24/2020 (10) | 1/24/2022 | Common Stock | 1201.5700 | | 1201.5700 (11) | D | |
| Restricted Stock Units | $0.0000 (9) | | | | | | | 1/24/2021 (10) | 1/24/2023 | Common Stock | 1485.0000 | | 1485.0000 | D | |
| Restricted Stock Units | $0.0000 (9) | | | | | | | 1/25/2019 (10) | 1/25/2021 | Common Stock | 482.0700 | | 482.0700 (11) | D | |
| Explanation of Responses: |
| (1) | The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $48.63 to $48.86. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range. |
| (2) | Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan. |
| (3) | This option is 100% vested. |
| (4) | This option vests in three equal annual installments beginning on the date shown. |
| (5) | 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. |
| (6) | These performance stock units convert into shares of common stock on a 1-for-1 basis. |
| (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) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Keenan Timothy J
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN 55164-0683 |
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| VP, Gen. Counsel & Corp. Sec. |
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Signatures
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| /s/ Timothy J. Keenan | | 2/14/2020 |
| **Signature of Reporting Person | Date |
H B Fuller (NYSE:FUL)
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