FULLER H B CO — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2016-10-01

Reporting Person: Cai Zhiwei (VP, Engineering Adhesives)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-01	Common Stock	M	167.0000	$46.4700	Acquired	1527.0000	Direct
2016-10-01	Common Stock	F	65.0000	$46.4700	Disposed	1462.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-01	Restricted Stock Units	$0.0000	M	167.0000	Disposed	2017-10-01	Common Stock (167.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (9546.0000)	9546.0000	Direct
Employee Stock Option (Right-to-Buy)	$41.0000	2025-01-22	Common Stock (7292.0000)	7292.0000	Direct
Employee Stock Option (Right-to-Buy)	$48.9200	2024-01-23	Common Stock (2746.0000)	2746.0000	Direct
Employee Stock Option (Right-to-Buy)	$41.8000	2025-02-02	Common Stock (27726.0000)	27726.0000	Direct
Employee Stock Option (Right-to-Buy)	$36.0000	2026-02-12	Common Stock (6649.0000)	6649.0000	Direct
Employee Stock Option (Right-to-Buy)	$39.3300	2024-10-01	Common Stock (1669.0000)	1669.0000	Direct
Performance Stock Units	$0.0000	2019-01-19	Common Stock (1102.5900)	1102.5900	Direct
Performance Stock Units	$0.0000	2019-02-12	Common Stock (764.6900)	764.6900	Direct
Phantom Units	$0.0000		Common Stock (191.2700)	191.2700	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (1102.5900)	1102.5900	Direct
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (1283.5100)	1283.5100	Direct
Restricted Stock Units	$0.0000	2017-01-23	Common Stock (292.9200)	292.9200	Direct
Restricted Stock Units	$0.0000	2019-02-12	Common Stock (764.6900)	764.6900	Direct
Restricted Stock Units	$0.0000	2020-02-12	Common Stock (19935.4100)	19935.4100	Direct

Footnotes

F1: Shares withheld for taxes due on 167 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F2: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F3: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on October 1, 2015.

F4: 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.

F5: 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.

F6: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.

F7: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F8: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in two equal annual installments beginning on February 2, 2018 upon the achievement of certain gross margin targets being met.

F9: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on February 12, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

F10: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on October 1, 2015.

F11: 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.

F12: 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.

F13: 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.

F14: Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F15: Key Employee 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 DeferredCompensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

F16: 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 Employee Deferred Compensation Plan.

F17: 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.

F18: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F19: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.

F20: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on February 12, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

F21: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three annual installments beginning on February 12, 2018.