FULLER H B CO — Director's Dealing 2014

Jan 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2014-01-23

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	Employee Stock Option (Right-to-Buy)	$48.9200	A	22886.0000	Acquired	2024-01-23	Common Stock (22886.0000)	Direct
2014-01-23	Restricted Stock Units	$0.0000	A	6736.0000	Acquired	2017-01-23	Common Stock (6736.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66031.8550	Direct
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)	$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

Footnotes

F1: 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.

F2: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F3: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F4: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F5: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.

F6: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

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.