FULLER H B CO — Director's Dealing 2013

Jan 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2013-01-24

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-24	Common Stock	A	73907.0000	$0.0000	Acquired	155208.9160	Direct
2013-01-24	Common Stock	A	30794.0000	$0.0000	Acquired	186002.9160	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-24	Employee Stock Option (Right-to-Buy)	$39.6400	A	80697.0000	Acquired	2023-01-24	Common Stock (80697.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	327.2200	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)	$28.4000	2022-01-26	Common Stock (77881.0000)	77881.0000	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: Amended and Restated Year 2000 Stock Incentive Plan: 73,907 restricted shares were awarded pursuant to the H.B. Fuller Company Amended and Restated 2000 Stock Incentive Plan. 50% of these shares will vest on January 24, 2016 and 50% will vest on January 24, 2017, based on one or more performance measures achieved.

F2: Amended and Restated Year 2000 Stock Incentive Plan: 115,354 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Year Stock Incentive Plan. This amount includes 26,625 restricted shares that are 100% vested; 19,961 restricted shares that will vest in three equal installments beginning on January 20, 2012 based on one or more performance measures achieved; 6,502 restricted shares that will vest in three equal installments beginning on July 7, 2012; 31,472 restricted shares that will vest in three equal installments beginning on January 26, 2013 based on one or more performance measures achieved and 30,794 restricted shares that will vest in three equal annual installments beginning on January 24, 2014 based on one or more performance measures achieved. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.

F3: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F4: Held jointly by spouse and son.

F5: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.

F6: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 20, 2012.

F7: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.

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

F9: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.