Statement of Changes in Beneficial Ownership (4)
October 19 2022 - 9:39AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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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Owens James |
2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO
[
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)
President and CEO |
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(Last)
(First)
(Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/18/2022 |
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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 | 10/18/2022 | | S | | 20777.0000 | D | $67.5267 (1) | 163702.7760 | D | |
| Common Stock | | | | | | | | 366.7600 (2) | I | By 401(k) Plan |
| Common Stock | | | | | | | | 280.0000 | I | By Son (3) |
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) | $33.3800 | | | | | | | 1/19/2017 (4) | 1/19/2026 | Common Stock | 182039.0000 | | 182039.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $41.0000 | | | | | | | 1/22/2016 (4) | 1/22/2025 | Common Stock | 112727.0000 | | 112727.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $45.0400 | | | | | | | 1/24/2020 (4) | 1/24/2029 | Common Stock | 226403.0000 | | 226403.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $48.3500 | | | | | | | 1/24/2021 (5) | 1/24/2030 | Common Stock | 238872.0000 | | 238872.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $48.9200 | | | | | | | 1/23/2015 (4) | 1/23/2024 | Common Stock | 79061.0000 | | 79061.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $50.1000 | | | | | | | 1/26/2018 (4) | 1/26/2027 | Common Stock | 151826.0000 | | 151826.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $51.8900 | | | | | | | 1/27/2022 (5) | 1/27/2031 | Common Stock | 187889.0000 | | 187889.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $53.5700 | | | | | | | 1/25/2019 (4) | 1/25/2028 | Common Stock | 146887.0000 | | 146887.0000 | D | |
| Employee Stock Option (Right-to-Buy) | $72.9400 | | | | | | | 1/24/2023 (5) | 1/24/2032 | Common Stock | 121535.0000 | | 121535.0000 | D | |
| Performance Stock Units (CEO) | $0.0000 (6) | | | | | | | 1/24/2021 (7) | 1/24/2023 | Common Stock | 8577.1200 | | 8577.1200 (8) | D | |
| Restricted Stock Units | $0.0000 (9) | | | | | | | 1/24/2023 (10) | 1/24/2025 | Common Stock | 17774.1300 | | 17774.1300 (11) | D | |
| Restricted Stock Units | $0.0000 (9) | | | | | | | 1/27/2022 (10) | 1/27/2024 | Common Stock | 16289.9600 | | 16289.9600 (11) | D | |
| Restricted Stock Units | $0.0000 (9) | | | | | | | 1/27/2024 (10) | 1/27/2024 | Common Stock | 28647.1800 | | 28647.1800 (11) | D | |
| Explanation of Responses: |
| (1) | The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $67.00 to $67.74. 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) | This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan. |
| (3) | Held jointly by spouse and son. |
| (4) | This option is 100% vested. |
| (5) | This option vests in three equal annual installments beginning on the date shown. |
| (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 only if one or more of the performance measures in the CEO's short-term incentive program measures are met at the threshold level for fiscal 2020 as determined by the Compensation Committee. |
| (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 |
Owens James
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN 55164-0683 |
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| President and CEO |
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Signatures
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| /s/ Timothy J. Keenan, Attorney-in-Fact | | 10/19/2022 |
| **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 control number. |
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