FULLER H B CO — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2017-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	Common Stock	M	6500.0000	$14.1500	Acquired	30772.0000	Direct
2017-02-13	Common Stock	S	1161.0000	$49.7288	Disposed	29611.0000	Direct
2017-02-13	Common Stock	S	6500.0000	$49.6451	Disposed	23111.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Employee Stock Option (Right-to-Buy)	$14.1500	M	6500.0000	Disposed	2018-12-04	Common Stock (6500.0000)	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)	$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: The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $49.52 to $49.76. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.

F2: 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.

F3: 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

F4: Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.

F5: 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.

F6: H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.

F7: 2013 Master Incentive Plan: This option vests are 100% vested.

F8: H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.

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

F10: 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.

F11: 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.

F12: H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.

F13: 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.

F14: H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F15: 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.

F16: 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.

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

F19: H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.