FULLER H B CO — Director's Dealing 2016

Jan 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2016-01-22

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-22	Common Stock	M	9619.0000	$34.7200	Acquired	161283.3660	Direct
2016-01-22	Common Stock	F	3335.0000	$34.7200	Disposed	157948.3660	Direct
2016-01-23	Common Stock	M	7855.0000	$34.7200	Acquired	165803.3660	Direct
2016-01-23	Common Stock	F	2641.0000	$34.7200	Disposed	163162.3660	Direct
2016-01-24	Common Stock	F	23615.0000	$34.7200	Disposed	139547.3660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-22	Restricted Stock Units	$0.0000	M	9619.0000	Disposed	2018-01-22	Common Stock (9619.0000)	Direct
2016-01-23	Restricted Stock Units	$0.0000	M	7855.0000	Disposed	2017-01-23	Common Stock (7855.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	337.8200	Indirect
Common Stock	280.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (182039.0000)	182039.0000	Direct
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 (112727.0000)	112727.0000	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		Common Stock (20823.0000)	20823.0000	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (20823.0000)	20823.0000	Direct

Footnotes

F1: Shares withheld for taxes due on 9,619 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F2: Shares withheld for taxes due on 7,855 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F3: Shares withheld for taxes due on 48,992 shares issued pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F4: 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 vested 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 January 20, 2012; (b) 31,472 restricted shares that vested in three equal installments beginning on January 26, 2013; (c) 30,794 restricted shares that vested in three equal annual installments beginning on January 24, 2014; and (d) 73,907 restricted shares (50% of these shares vested on January 24, 2016 and 50% will vest on January 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.

F5: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F6: Held jointly by spouse and son.

F7: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F8: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F9: H.B. Fuller Company 2013 Master 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.

F10: 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.

F11: 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.

F12: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F13: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F14: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three annual installments beginning on January 19, 2017 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 restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

F15: These restricted stock units expire on January 19, 2019.

F16: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017, subject to one or more performance measures being achieved. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.