FULLER H B CO — Director's Dealing 2009

Dec 9, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2009-12-04

Reporting Person: Keenan Timothy J (VP, Gen. Counsel & Corp. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-04	Common Stock	D	0.018	$21.14	Disposed	26705.942	Direct
2009-12-04	Common Stock	F	1415	$21.14	Disposed	25290.942	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1904.09	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$14.49	2014-12-02	Common Stock (12232)	12232	Direct
Employee Stock Option (Right-to-Buy)	$16.015	2015-12-01	Common Stock (16776)	16776	Direct
Employee Stock Option (Right-to-Buy)	$26.79	2016-12-04	Common Stock (16077)	16077	Direct
Employee Stock Option (Right-to-Buy)	$26.65	2017-12-06	Common Stock (14200)	14200	Direct
Employee Stock Option (Right-to-Buy)	$14.15	2018-12-04	Common Stock (28037)	28037	Direct
Employee Stock Option (Right-to-Buy)	$20.57	2019-12-03	Common Stock (17505)	17505	Direct
Phantom Units	$0		Common Stock (2601.35)	2601.35	Direct

Footnotes

F1: Cash settlement of fractional share in connection with the vesting of restricted stock by reporting person.

F2: Amended and Restated 2000 Stock Incentive Plan: 21,438 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan. This amount includes 4,165 restricted shares that vested effective December 4, 2009; 3,557 restricted shares that will vest effective December 6, 2010; and 6,455 restricted shares that will vest effective December 4, 2011; and 7,261 restricted shares that will vest in three equal annual installments beginning on December 3, 2010. Amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated 2000 Stock Incentive Plan.

F3: Shares withheld for taxes due on 4,326.018 shares issued pursuant to the Amended and Restated 2000 Stock Incentive Plan.

F4: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B. Fuller Company Thrift Plan.

F5: 2000 Stock Incentive Plan: This option vested in four equal annual installments beginning on December 2, 2005.

F6: 2000 Stock Incentive Plan: This option vested in four equal annual installments beginning on December 1, 2006.

F7: Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 4, 2007.

F8: Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 6, 2008.

F9: Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 4, 2009.

F10: Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on December 3, 2010.

F11: Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F12: 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 Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

F13: 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 Employees' Deferred Compensation Plan.