FULLER H B CO — Director's Dealing 2011

Dec 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2011-12-03

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-03	Common Stock	F	1529.0000	$22.3700	Disposed	60286.8330	Direct
2011-12-04	Common Stock	D	0.6370	$22.3700	Disposed	60286.1960	Direct
2011-12-04	Common Stock	F	3743.0000	$22.3700	Disposed	56543.1960	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	323.6900	Indirect
Common Stock	280.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$22.2700	2021-01-20	Common Stock (48331.0000)	48331.0000	Direct
Employee Stock Option (Right-to-Buy)	$25.1900	2021-07-07	Common Stock (15748.0000)	15748.0000	Direct
Employee Stock Option (Right-to-Buy)	$19.0300	2018-10-02	Common Stock (7385.0000)	7385.0000	Direct
Employee Stock Option (Right-to-Buy)	$20.5700	2019-12-03	Common Stock (33275.0000)	33275.0000	Direct
Employee Stock Option (Right-to-Buy)	$14.1500	2018-12-04	Common Stock (47663.0000)	47663.0000	Direct

Footnotes

F1: Shares withheld for taxes due on 4,675 shares issued pursuant to the Amended Restated 2000 Stock Incentive Plan.

F2: Cash settlement of fractional share in connection with vesting of restricted stock by reporting person.

F3: Shares withheld for taxes due on 11,443.637 shares issued pursuant to the Amended Restated 2000 Stock Incentive Plan.

F4: Amended and Restated 2000 Stock Incentive Plan: 53,088 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan. This amount includes 1,849 restricted shares that vested effective October 2, 2011; 10,974 restricted shares that vested effective December 4, 2011; 13,802 restricted shares that will vest in three equal annual installments beginning on December 3, 2010; based on one or more performance measures achieved, 19,961 restricted shares will vest in three equal installments beginning on January 20, 2012; and 6,502 restricted shares that will vest in three equal installments beginning on July 7, 2012, subject to Mr. Owens remaining an employee of the Company. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated 2000 Stock Incentive Plan.

F5: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F6: Held jointly by spouse and son.

F7: Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 20, 2012.

F8: Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on July 7, 2012.

F9: Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on October 2, 2009.

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

F11: Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 4, 2009.