FULLER H B CO — Director's Dealing 2013

Jan 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2013-01-20

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-20	Common Stock	F	2260.0000	$39.5200	Disposed	81301.9160	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: Shares withheld for taxes due on 6,748 shares issued pursuant to the Amended and Restated 2000 Stock Incentive Plan.

F2: Amended and Restated 2000 Stock Incentive Plan: 84,560 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 vested in three equal annual installments beginning on December 3, 2010; 19,961 restricted shares 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 will vest in three equal installments beginning on January 26, 2013 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 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 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 20, 2012.

F6: Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.

F7: Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on July 7, 2012.

F8: Amended and Restated 2000 Stock Incentive Plan: This option is 100% vested.