FULLER H B CO — Director's Dealing 2018

Jan 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2018-01-22

Reporting Person: Cai Zhiwei (Sr. VP, Engineering Adhesives)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-22	Common Stock	M	657.0000	$54.8900	Acquired	4022.0000	Direct
2018-01-22	Common Stock	F	270.0000	$54.8900	Disposed	3752.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-22	Restricted Stock Units	$0.0000	M	657.0000	Disposed	2018-01-22	Common Stock (657.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (9546.0000)	9546.0000	Direct
Employee Stock Option (Right-to-Buy)	$36.0000	2026-02-12	Common Stock (6649.0000)	6649.0000	Direct
Employee Stock Option (Right-to-Buy)	$39.3300	2024-10-01	Common Stock (1669.0000)	1669.0000	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)	$41.8000	2025-02-02	Common Stock (27726.0000)	27726.0000	Direct
Employee Stock Option (Right-to-Buy)	$48.9200	2024-01-23	Common Stock (2746.0000)	2746.0000	Direct
Employee Stock Option (Right-to-Buy)	$50.1000	2027-01-26	Common Stock (13033.0000)	13033.0000	Direct
Performance Stock Option (Right-to-Buy)	$57.7000	2027-10-20	Common Stock (62552.0000)	62552.0000	Direct
Performance Stock Units	$0.0000	2019-01-19	Common Stock (379.3400)	379.3400	Direct
Performance Stock Units	$0.0000	2020-01-26	Common Stock (1412.8400)	1412.8400	Direct
Performance Stock Units	$0.0000	2019-02-12	Common Stock (521.3900)	521.3900	Direct
Phantom Units	$0.0000		Common Stock (703.6000)	703.6000	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (381.3300)	381.3300	Direct
Restricted Stock Units	$0.0000	2020-01-26	Common Stock (3589.2600)	3589.2600	Direct
Restricted Stock Units	$0.0000	2019-02-12	Common Stock (521.5500)	521.5500	Direct
Restricted Stock Units	$0.0000	2020-02-12	Common Stock (20222.4400)	20222.4400	Direct

Footnotes

F1: Shares withheld for taxes due on 657 shares issued.

F2: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F3: These restricted stock units vest in three equal annual installments beginning on the date shown.

F4: This option vests in three equal annual installments beginning on the date shown.

F5: This option is 100% vested.

F6: This option vests in two equal annual installments beginning on the date shown upon the achievement of certain gross margin targets being met.

F7: 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.

F8: Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 65,552 shares of Common Stock at the price of $57.70 per share. Prior to vesting, the number of options subject to the award will be adjusted based on the company's adjusted EBITDA performance for fiscal year 2020. The number of options may decrease to as low as 0% of the initial number of options depending on the level of adjusted EBITDA performance. The grant amount is shown at the superior level of performance.

F9: These performance stock units convert into shares of common stock on a 1-for-1 basis.

F10: 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.

F11: 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.

F12: Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

F13: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F14: 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.

F15: Amount includes stock units acquired pursuant to a dividend equivalent feature.

F16: Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.