FULLER H B CO — Director's Dealing 2017

Jan 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2017-01-19

Reporting Person: Martsching Robert J (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-19	Common Stock	M	464.0000	$47.9700	Acquired	9961.6900	Direct
2017-01-19	Common Stock	M	364.0000	$47.9700	Acquired	10325.6900	Direct
2017-01-19	Common Stock	F	143.0000	$47.9700	Disposed	10182.6900	Direct
2017-01-19	Common Stock	F	181.0000	$47.9700	Disposed	10001.6900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-19	Performance Stock Units	$0.0000	M	464.0000	Disposed	2019-01-19	Common Stock (464.0000)	Direct
2017-01-19	Restricted Stock Units	$0.0000	M	364.0000	Disposed	2019-01-19	Common Stock (364.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4.7700	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$20.5700	2019-12-03	Common Stock (4340.0000)	4340.0000	Direct
Employee Stock Option (Right-to-Buy)	$22.2700	2021-01-20	Common Stock (4315.0000)	4315.0000	Direct
Employee Stock Option (Right-to-Buy)	$28.4000	2022-01-26	Common Stock (3504.0000)	3504.0000	Direct
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (9546.0000)	9546.0000	Direct
Employee Stock Option (Right-to-Buy)	$38.3100	2023-04-10	Common Stock (658.0000)	658.0000	Direct
Employee Stock Option (Right-to-Buy)	$39.6400	2023-01-24	Common Stock (2806.0000)	2806.0000	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 (5326.0000)	5326.0000	Direct
Phantom Units	$0.0000		Common Stock (2989.5042)	2989.5042	Direct
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (1280.3800)	1280.3800	Direct
Restricted Stock Units	$0.0000	2017-01-23	Common Stock (552.3800)	552.3800	Direct
Restricted Stock Units	$0.0000	2018-05-01	Common Stock (4712.2200)	4712.2200	Direct

Footnotes

F1: Shares withheld for taxes due on 364 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F2: Shares withheld for taxes due on 464 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F3: Amended and Restated Year 2000 Stock Incentive Plan: 2,738 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 1,416 restricted shares that vested in three equal annual installments beginning on January 26, 2013; 1,071 restricted shares that vested in three equal annual installments beginning on January 24,2014 and 251 restricted shares that vested in full on April 10, 2016. Total amount also includes shares acquired pursuant to a dividend reinvestment plan.

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

F5: 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.

F6: This amount reflects a 127.5% payout based on the performance criteria achieved.

F7: 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.

F8: 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. Referred to as restricted stock units in previous filing.

F9: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F10: 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.

F11: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F12: 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.

F13: Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.

F14: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.

F15: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F16: Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F17: 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.

F18: 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.

F19: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F20: 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.

F21: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.

F22: H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F23: H.B. Fuller Company 2016 Master Incentive Plan: 50% of these restricted stock units will vest on May 1, 2017 and 50% will vest on May 1, 2018.

F24: H.B. Fuller Company 2016 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan.