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: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-19	Common Stock	M	8871.0000	$47.9700	Acquired	146705.7560	Direct
2017-01-19	Common Stock	M	6958.0000	$47.9700	Acquired	153663.7560	Direct
2017-01-19	Common Stock	F	2423.0000	$47.9700	Disposed	151240.7560	Direct
2017-01-19	Common Stock	F	2982.0000	$47.9700	Disposed	148258.7560	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-19	Performance Stock Units (CEO)	$0.0000	M	8871.0000	Disposed	2019-01-19	Common Stock (8871.0000)	Direct
2017-01-19	Restricted Stock Units	$0.0000	M	6958.0000	Disposed	2019-01-19	Common Stock (6958.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	342.1300	Indirect
Common Stock	280.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$20.5700	2019-12-03	Common Stock (33275.0000)	33275.0000	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)	$25.1900	2021-07-07	Common Stock (15748.0000)	15748.0000	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)	$33.3800	2026-01-19	Common Stock (182039.0000)	182039.0000	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)	$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
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (19781.5400)	19781.5400	Direct
Restricted Stock Units	$0.0000	2017-01-23	Common Stock (8196.9100)	8196.9100	Direct

Footnotes

F1: Shares withheld for taxes due on 6,958 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F2: Shares withheld for taxes due on 8,871 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

F3: 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.

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

F5: Held jointly by spouse and son.

F6: 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.

F7: This amount reflects a 127.5% payout based on the performance criteria achieved.

F8: H.B. Fuller Company 2013 Master Incentive Plan: These performance 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 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.

F9: 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.

F10: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F11: 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.

F12: 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.

F13: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F14: 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.

F15: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 22, 2016.

F16: Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

F17: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

F18: 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.