FULLER H B CO — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2015-01-23

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-23	Common Stock	M	7758.0000	$40.6600	Acquired	172890.5060	Direct
2015-01-23	Common Stock	F	2744.0000	$40.6600	Disposed	170146.5060	Direct
2015-01-24	Common Stock	F	4125.0000	$40.6600	Disposed	166021.5060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-23	Restricted Stock Units	$0.0000	M	7758.0000	Disposed	2017-01-23	Common Stock (7758.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	333.6600	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)	$41.0000	2025-01-22	Common Stock (110631.0000)	110631.0000	Direct
Employee Stock Option (Right-to-Buy)	$48.9200	2024-01-23	Common Stock (79061.0000)	79061.0000	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
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (28256.0000)	28256.0000	Direct

Footnotes

F1: Shares withheld for taxes due on 7,758 shares issues pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F2: Shares withheld for taxes due on 10,362 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F3: 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.

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

F5: Held jointly by spouse and son.

F6: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F7: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015, subject to one or more performance measures being achieved.

F8: H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.

F9: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F10: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F11: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F12: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.

F13: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.