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FULLER H B CO Director's Dealing 2014

Jan 28, 2014

31338_dirs_2014-01-28_5ec99f7c-3182-4bdd-baa5-015bfbeb6ce6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2014-01-24

Reporting Person: GIERTZ JAMES R (Executive VP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-24 Common Stock F 959.0000 $47.6600 Disposed 65072.8550 Direct
2014-01-26 Common Stock F 1303.0000 $47.6600 Disposed 63769.8550 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1135.0400 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (Right-to-Buy) $22.2700 2021-01-20 Common Stock (28768.0000) 28768.0000 Direct
Employee Stock Option (Right-to-Buy) $48.9200 2024-01-23 Common Stock (22886.0000) 22886.0000 Direct
Employee Stock Option (Right-to-Buy) $39.6400 2023-01-24 Common Stock (22455.0000) 22455.0000 Direct
Employee Stock Option (Right-to-Buy) $28.4000 2022-01-26 Common Stock (28556.0000) 28556.0000 Direct
Employee Stock Option (Right-to-Buy) $20.9300 2018-04-02 Common Stock (23971.0000) 23971.0000 Direct
Employee Stock Option (Right-to-Buy) $20.5700 2019-12-03 Common Stock (31828.0000) 31828.0000 Direct
Employee Stock Option (Right-to-Buy) $14.1500 2018-12-04 Common Stock (47663.0000) 47663.0000 Direct
Restricted Stock Units $0.0000 2017-01-23 Common Stock (6736.0000) 6736.0000 Direct

Footnotes

F1: Shares withheld for taxes due on 2,852 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F2: Shares withheld for taxes due on 3,877 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F3: Amended and Restated Year 2000 Stock Incentive Plan: 62,168 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 6,002 restricted shares that vested effective April 2, 2011; 10,974 restricted shares that vested effective December 4, 2011; 13,202 restricted shares that vested in three equal annual installments beginning on December 3, 2010; 11,882 restricted shares that vested in three equal annual installments beginning on January 20, 2012; 11,540 restricted shares that will vest in three equal annual installments beginning on January 26, 2013; and 8,568 shares that will vest in three equal annual installments beginning on January 24, 2014. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.

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

F5: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F6: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F7: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.

F8: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.

F9: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F10: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.