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FULLER H B CO Director's Dealing 2017

Oct 24, 2017

31338_dirs_2017-10-24_94043b9d-ef37-48d0-85b6-8c88619091d1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2017-10-20

Reporting Person: Cooney Paula M. (VP, Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-10-17 Common Stock G 50.0000 $0.0000 Disposed 6189.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-10-20 Performance Stock Option (Right-to-Buy) $57.7000 A 34403.0000 Acquired 2027-10-20 Common Stock (34403.0000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (Right-to-Buy) $22.2700 2021-01-20 Common Stock (6524.0000) 6524.0000 Direct
Employee Stock Option (Right-to-Buy) $23.6800 2020-04-14 Common Stock (3647.0000) 3647.0000 Direct
Employee Stock Option (Right-to-Buy) $28.4000 2022-01-26 Common Stock (5451.0000) 5451.0000 Direct
Employee Stock Option (Right-to-Buy) $33.3800 2026-01-19 Common Stock (6264.0000) 6264.0000 Direct
Employee Stock Option (Right-to-Buy) $39.6400 2023-01-24 Common Stock (4126.0000) 4126.0000 Direct
Employee Stock Option (Right-to-Buy) $41.0000 2025-01-22 Common Stock (4785.0000) 4785.0000 Direct
Employee Stock Option (Right-to-Buy) $43.1600 2026-04-06 Common Stock (7706.0000) 7706.0000 Direct
Employee Stock Option (Right-to-Buy) $48.9200 2024-01-23 Common Stock (4194.0000) 4194.0000 Direct
Employee Stock Option (Right-to-Buy) $50.1000 2027-01-26 Common Stock (13033.0000) 13033.0000 Direct
Employee Stock Option (Right-to-Buy) $50.1600 2023-12-04 Common Stock (4010.0000) 4010.0000 Direct
Performance Stock Units $0.0000 2019-01-19 Common Stock (490.3600) 490.3600 Direct
Performance Stock Units $0.0000 2020-01-26 Common Stock (1409.1100) 1409.1100 Direct
Performance Stock Units $0.0000 2019-04-06 Common Stock (605.1300) 605.1300 Direct
Restricted Stock Units $0.0000 2019-01-19 Common Stock (491.3700) 491.3700 Direct
Restricted Stock Units $0.0000 2018-01-22 Common Stock (430.5300) 430.5300 Direct
Restricted Stock Units $0.0000 2019-04-06 Common Stock (605.1300) 605.1300 Direct
Restricted Stock Units $0.0000 2020-01-26 Common Stock (2775.8700) 2775.8700 Direct

Footnotes

F1: Bona fide gift made by the Reporting Person on October 17, 2017.

F2: Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 34,403 shares of Common Stock at the price of $57.70 per share. Prior to vesting, the number of options subject to the award will be adjusted based on the company's adjusted EBITDA performance for fiscal year 2020. The number of options may decrease to as low as 0% of the initial number of options depending on the level of adjusted EBITDA performance. The grant amount is shown at the superior level of performance.

F3: These performance-based non-qualified stock options vest on the date shown contingent upon H.B. Fuller achieving adjusted EBITDA at least at the threshold level of performance.

F4: This option is 100% vested.

F5: This option vests in three equal annual installments beginning on January 19, 2017.

F6: This option vests in three equal annual installments beginning on January 22, 2016.

F7: This option vests in three equal annual installments beginning on April 6, 2017.

F8: H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.

F9: This option vests in three equal annual installments beginning on the date shown.

F10: These performance stock units convert into shares of common stock on a 1-for-1 basis.

F11: 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.

F12: This amount has been adjusted to reflect the increase in number of performance stock units of the original grant based on performance criteria. Amount also includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

F13: These performance stock units vest in three equal 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.

F14: Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

F15: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F16: These restricted stock units vest in three equal annual installments beginning on January 19, 2017.

F17: Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

F18: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F19: These restricted stock units vest in three equal annual installments beginning on April 6, 2017.

F20: These restricted stock units vest in three equal annual installments beginning on the date shown.