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: Kenny Steven (Senior VP, Emerging Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-22	Common Stock	M	1943.0000	$34.7200	Acquired	31199.9100	Direct
2016-01-22	Common Stock	F	914.0000	$34.7200	Disposed	30285.9100	Direct
2016-01-23	Common Stock	M	1654.0000	$34.7200	Acquired	31939.9100	Direct
2016-01-23	Common Stock	F	778.0000	$34.7200	Disposed	31161.9100	Direct
2016-01-24	Common Stock	M	2522.0000	$34.7200	Acquired	33683.9100	Direct
2016-01-24	Common Stock	F	1186.0000	$34.7200	Disposed	32497.9100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-22	Restricted Stock Units	$0.0000	M	1943.0000	Disposed	2018-01-22	Common Stock (1943.0000)	Direct
2016-01-23	Restricted Stock Units	$0.0000	M	1654.0000	Disposed	2017-01-23	Common Stock (1654.0000)	Direct
2016-01-24	Restricted Stock Units	$0.0000	M	2522.0000	Disposed	2016-01-24	Common Stock (2522.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (29832.0000)	29832.0000	Direct
Employee Stock Option (Right-to-Buy)	$22.2700	2021-01-20	Common Stock (28768.0000)	28768.0000	Direct
Employee Stock Option (Right-to-Buy)	$41.0000	2025-01-22	Common Stock (22789.0000)	22789.0000	Direct
Employee Stock Option (Right-to-Buy)	$48.9200	2024-01-23	Common Stock (16644.0000)	16644.0000	Direct
Employee Stock Option (Right-to-Buy)	$39.6400	2023-01-24	Common Stock (18712.0000)	18712.0000	Direct
Employee Stock Option (Right-to-Buy)	$28.4000	2022-01-26	Common Stock (25960.0000)	25960.0000	Direct
Employee Stock Option (Right-to-Buy)	$19.8500	2019-10-01	Common Stock (41708.0000)	41708.0000	Direct
Employee Stock Option (Right-to-Buy)	$20.2000	2020-10-01	Common Stock (30557.0000)	30557.0000	Direct
Employee Stock Option (Right-to-Buy)	$20.5700	2019-12-03	Common Stock (28935.0000)	28935.0000	Direct
Restricted Stock Units	$0.0000		Common Stock (3412.0000)	3412.0000	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (3413.0000)	3413.0000	Direct

Footnotes

F1: Shares withheld for taxes due on 1,943 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F2: Shares withheld for taxes due on 1,654 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F3: Shares withheld for taxes due on 2,522 shares issued pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

F4: Amended and Restated Year 2000 Stock Incentive Plan: Total amount includes shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.

F5: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F6: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F7: 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.

F8: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.

F9: Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F10: Amended and Restated Year 2000 Stock Incentive Plan: These restricted stock units are 100% vested.

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

F14: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F15: 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.

F16: These restricted stock units expire on January 19, 2019.

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.