FULLER H B CO — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2017-01-31

Reporting Person: Keenan Timothy J (VP, Gen. Counsel & Corp. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Stock	M	1701.0000	$0.0000	Acquired	24804.0000	Direct
2017-01-31	Common Stock	F	532.0000	$49.3700	Disposed	24272.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	Phantom Units	$0.0000	M	1701.0000	Disposed		Common Stock (1701.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5.5900	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$14.1500	2018-12-04	Common Stock (13000.0000)	13000.0000	Direct
Employee Stock Option (Right-to-Buy)	$20.5700	2019-12-03	Common Stock (17505.0000)	17505.0000	Direct
Employee Stock Option (Right-to-Buy)	$22.2700	2021-01-20	Common Stock (15822.0000)	15822.0000	Direct
Employee Stock Option (Right-to-Buy)	$28.4000	2022-01-26	Common Stock (14278.0000)	14278.0000	Direct
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (16408.0000)	16408.0000	Direct
Employee Stock Option (Right-to-Buy)	$39.6400	2023-01-24	Common Stock (10291.0000)	10291.0000	Direct
Employee Stock Option (Right-to-Buy)	$41.0000	2025-01-22	Common Stock (12534.0000)	12534.0000	Direct
Employee Stock Option (Right-to-Buy)	$48.9200	2024-01-23	Common Stock (9154.0000)	9154.0000	Direct
Employee Stock Option (Right-to-Buy)	$51.1000	2027-01-26	Common Stock (14336.0000)	14336.0000	Direct
Performance Stock Units	$0.0000	2019-01-19	Common Stock (1272.9100)	1272.9100	Direct
Performance Stock Units	$0.0000	2020-01-26	Common Stock (1537.0000)	1537.0000	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (1274.9400)	1274.9400	Direct
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (1115.5100)	1115.5100	Direct
Restricted Stock Units	$0.0000	2020-01-26	Common Stock (3351.0000)	3351.0000	Direct

Footnotes

F1: On January 31, 2017, the reporting person constructively received 1,701 shares of H.B. Fuller common stock in settlement of an equal number of units held pursuant to the Key Employee Deferred Compensation Plan.

F2: Shares withheld for taxes due on 1,701 shares issued on January 31, 2017 pursuant to the Key Employee Deferred Compensation Plan.

F3: Amended and Restated Year 2000 Stock Incentive Plan: Amount includes 27,973 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan and are 100% vested. Amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.

F4: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F5: Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F6: 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 Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

F7: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F8: 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.

F9: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.

F10: 2013 Master Incentive Plan: This option vests are 100% vested.

F11: H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.

F12: H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.

F13: 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.

F14: H.B. Fuller Company 2013 Master Incentive Plan: 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 of the H.B. Fuller Company 2013 Master Incentive Plan.

F15: H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.

F16: H.B. Fuller Company 2016 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.

F17: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F18: 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.

F19: H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.

F20: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F21: H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F22: H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.