FULLER H B CO — Director's Dealing 2016

Oct 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2016-10-06

Reporting Person: GIERTZ JAMES R (Executive VP of Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-06	Common Stock	S	25000.0000	$46.3680	Disposed	58121.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1172.2600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (37291.0000)	37291.0000	Direct
Employee Stock Option (Right-to-Buy)	$41.0000	2025-01-22	Common Stock (28486.0000)	28486.0000	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
Performance Stock Units	$0.0000	2019-01-19	Common Stock (4306.3600)	4306.3600	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (4307.3700)	4307.3700	Direct
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (4984.7300)	4984.7300	Direct
Restricted Stock Units	$0.0000	2017-01-23	Common Stock (2367.2100)	2367.2100	Direct

Footnotes

F1: The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $46.00 to $46.3680. The reporting person will provide to the issuer, a security holder of theissuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.

F2: 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 vested in three equal annual installments beginning on January 26, 2013; and 8,568 shares that vested 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.

F3: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F4: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

F5: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.

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 is 100% vested.

F8: H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis. Referred to as restricted stock units in previous filing.

F9: H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units vest in three annual installments beginning on the date shown upon H.B. Fuller achieving return on invested capital at least at the threshold level of performance in each year of the three years of vesting. These performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant. Referred to as restricted stock units in previous filing.

F10: H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan. Referred to as restricted stock units in previous filing.

F11: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F12: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

F13: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.

F14: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F15: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.