FULLER H B CO — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2014-01-20

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-20	Common Stock	F	2391.0000	$49.5100	Disposed	178761.1060	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	330.2700	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)	$39.6400	2023-01-24	Common Stock (80697.0000)	80697.0000	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 7,003 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F2: Amended and Restated Year 2000 Stock Incentive Plan: 189,261 restricted shares were awarded. Amount includes (i) 26,625 restricted shares that are 100% vested; (ii) 6,502 restricted shares that vest in three equal installments beginning on July 7, 2012; and (iii) subject to one or more performance measures being achieved, (a)19,961 restricted shares that vested in three equal installments beginning on Jan. 20, 2012; (b) 31,472 restricted shares that vest in three equal installments beginning on Jan. 26, 2013; (c) 30,794 restricted shares that will vest in three equal annual installments beginning on Jan. 24, 2014; and (d) 73,907 restricted shares (50% of these shares will vest on January 24, 2016 and 50% will vest on Jan. 24, 2017). 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 is 100% vested.

F6: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.

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.