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FULLER H B CO Director's Dealing 2018

Jan 31, 2018

31338_dirs_2018-01-30_aac721f1-1905-4f91-a2b3-e1dda17a6ec9.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: 2018-01-26

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-01-26 Common Stock M 8653.0000 $54.5300 Acquired 164857.7760 Direct
2018-01-26 Common Stock M 5703.0000 $54.5300 Acquired 170560.7760 Direct
2018-01-26 Common Stock F 2601.0000 $54.5300 Disposed 167959.7760 Direct
2018-01-26 Common Stock F 3881.0000 $54.5300 Disposed 164078.7760 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-01-26 Performance Stock Units $0.0000 M 5703.0000 Disposed 2020-01-26 Common Stock (5703.0000) Direct
2018-01-26 Performance Stock Units (CEO) $0.0000 M 8653.0000 Disposed 2020-01-26 Common Stock (8653.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 346.0000 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
Employee Stock Option (Right-to-Buy) $50.1000 2027-01-26 Common Stock (151826.0000) 151826.0000 Direct
Employee Stock Option (Right-to-Buy) $53.5700 2028-01-25 Common Stock (146887.0000) 146887.0000 Direct
Performance Stock Option (Right-to-Buy) $57.7000 2027-10-20 Common Stock (289684.0000) 289684.0000 Direct
Performance Stock Units $0.0000 2019-01-19 Common Stock (7221.7400) 7221.7400 Direct
Performance Stock Units $0.0000 2021-01-25 Common Stock (15521.0000) 15521.0000 Direct
Performance Stock Units (CEO) $0.0000 2019-01-19 Common Stock (7251.7400) 7251.7400 Direct
Performance Stock Units (CEO) $0.0000 2021-01-25 Common Stock (15521.0000) 15521.0000 Direct

Footnotes

F1: Shares withheld for taxes due on 5,703 shares issued.

F2: Shares withheld for taxes due on 8,653 shares issued.

F3: Amount includes 189,261 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.

F4: 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: These performance stock units convert into shares of common stock on a 1-for-1 basis.

F7: This amount reflects a 105% payout based on the performance criteria achieved.

F8: 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.

F9: 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.

F10: These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.

F11: Amount also includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

F12: This option is 100% vested.

F13: This option vests in three equal annual installments beginning on the date shown.

F14: 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.