FULLER H B CO — Director's Dealing 2018

Jan 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2018-01-25

Reporting Person: Cooney Paula M. (VP, Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-25	Employee Stock Option (Right-to-Buy)	$53.5700	A	12008.0000	Acquired	2028-01-25	Common Stock (12008.0000)	Direct
2018-01-25	Performance Stock Units	$0.0000	A	1268.0000	Acquired	2021-01-25	Common Stock (1268.0000)	Direct
2018-01-25	Restricted Stock Units	$0.0000	A	1269.0000	Acquired	2021-01-25	Common Stock (1269.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6802.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$22.2700	2021-01-20	Common Stock (6524.0000)	6524.0000	Direct
Employee Stock Option (Right-to-Buy)	$23.6800	2020-04-14	Common Stock (3647.0000)	3647.0000	Direct
Employee Stock Option (Right-to-Buy)	$28.4000	2022-01-26	Common Stock (5451.0000)	5451.0000	Direct
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (6264.0000)	6264.0000	Direct
Employee Stock Option (Right-to-Buy)	$39.6400	2023-01-24	Common Stock (4126.0000)	4126.0000	Direct
Employee Stock Option (Right-to-Buy)	$41.0000	2025-01-22	Common Stock (4785.0000)	4785.0000	Direct
Employee Stock Option (Right-to-Buy)	$43.1600	2026-04-06	Common Stock (7706.0000)	7706.0000	Direct
Employee Stock Option (Right-to-Buy)	$48.9200	2024-01-23	Common Stock (4194.0000)	4194.0000	Direct
Employee Stock Option (Right-to-Buy)	$50.1000	2027-01-26	Common Stock (13033.0000)	13033.0000	Direct
Employee Stock Option (Right-to-Buy)	$50.1600	2023-12-04	Common Stock (4010.0000)	4010.0000	Direct
Performance Stock Option (Right-to-Buy)	$57.7000	2027-10-20	Common Stock (34403.0000)	34403.0000	Direct
Performance Stock Units	$0.0000	2019-01-19	Common Stock (248.6600)	248.6600	Direct
Performance Stock Units	$0.0000	2020-01-26	Common Stock (1412.8400)	1412.8400	Direct
Performance Stock Units	$0.0000	2019-04-06	Common Stock (606.7200)	606.7200	Direct
Restricted Stock Units	$0.0000	2019-01-19	Common Stock (250.6700)	250.6700	Direct
Restricted Stock Units	$0.0000	2020-01-26	Common Stock (2783.2200)	2783.2200	Direct
Restricted Stock Units	$0.0000	2019-04-06	Common Stock (606.7200)	606.7200	Direct

Footnotes

F1: This option vests in three equal annual installments beginning on the date shown.

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

F3: Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock. Prior to vesting, the number of units subject to the award will be adjusted based on the company's return on invested capital performance for the applicable year. The number of units may increase to as much as 200% or decrease as low as 0% of the initial number of units depending on the level of ROIC performance. The grant amount is shown at a target level of performance.

F4: 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.

F5: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

F6: These restricted stock units vest in three equal annual installments beginning on the date shown.

F7: This option is 100% vested.

F8: 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.

F9: Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 34.403 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.

F10: 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.

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

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