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FULLER H B CO Director's Dealing 2014

Jan 23, 2014

31338_dirs_2014-01-22_4941dbf3-7e1a-45f8-8a59-987416cc980e.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: 2014-01-20

Reporting Person: Keenan Timothy J (VP, Gen. Counsel & Corp. Sec.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-20 Common Stock F 865.0000 $49.5100 Disposed 25326.0010 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1989.8200 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (Right-to-Buy) $22.2700 2021-01-20 Common Stock (15822.0000) 15822.0000 Direct
Employee Stock Option (Right-to-Buy) $39.6400 2023-01-24 Common Stock (10291.0000) 10291.0000 Direct
Employee Stock Option (Right-to-Buy) $28.4000 2022-01-26 Common Stock (14278.0000) 14278.0000 Direct
Employee Stock Option (Right-to-Buy) $16.0150 2015-12-01 Common Stock (16776.0000) 16776.0000 Direct
Employee Stock Option (Right-to-Buy) $20.5700 2019-12-03 Common Stock (17505.0000) 17505.0000 Direct
Employee Stock Option (Right-to-Buy) $26.7900 2016-12-04 Common Stock (16077.0000) 16077.0000 Direct
Employee Stock Option (Right-to-Buy) $14.1500 2018-12-04 Common Stock (28037.0000) 28037.0000 Direct
Employee Stock Option (Right-to-Buy) $26.6500 2017-12-06 Common Stock (14200.0000) 14200.0000 Direct
Phantom Units $0.0000 Common Stock (4506.3300) 4506.3300 Direct
Restricted Stock Units $0.0000 2016-01-24 Common Stock (3963.5800) 3963.5800 Direct
Restricted Stock Units $0.0000 2015-01-26 Common Stock (3945.4600) 3945.4600 Direct

Footnotes

F1: Shares withheld for taxes due on 2,298 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F2: Amended and Restated Year 2000 Stock Incentive Plan: 27,973 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 4,165 restricted shares that vested effective December 4, 2009; 3,557 restricted shares that vested effective December 6, 2010; 6,455 restricted shares that vested effective December 4, 2011; 7,261 restricted shares that vested in three equal annual installments beginning on December 3, 2010; and 6,535 restricted shares that vested in three equal annual installments beginning on January 20, 2012. 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: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

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 26, 2013.

F7: 2000 Stock Incentive Plan: This option is 100% vested.

F8: Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F9: Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

F10: Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount (acquired after 12-31-04) includes stock units acquired pursuant to a dividend equivalent feature of the Key Employees' Deferred Compensation Plan.

F11: Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F12: Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 24, 2014.

F13: Amended and Restated Year 2000 Stock Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan.

F14: Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 26, 2013.