FULLER H B CO — Director's Dealing 2018

Jan 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2018-01-19

Reporting Person: Martsching Robert J (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-19	Common Stock	M	434.0000	$54.8300	Acquired	8984.5978	Direct
2018-01-19	Common Stock	M	369.0000	$54.8300	Acquired	9353.5978	Direct
2018-01-19	Common Stock	F	134.0000	$54.8300	Disposed	9219.5978	Direct
2018-01-19	Common Stock	F	156.0000	$54.8300	Disposed	9063.5978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-19	Performance Stock Units	$0.0000	M	434.0000	Disposed	2019-01-19	Common Stock (434.0000)	Direct
2018-01-19	Restricted Stock Units	$0.0000	M	369.0000	Disposed	2019-01-19	Common Stock (369.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4.8300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right-to-Buy)	$22.2700	2021-01-20	Common Stock (4315.0000)	4315.0000	Direct
Employee Stock Option (Right-to-Buy)	$28.4000	2022-01-26	Common Stock (3504.0000)	3504.0000	Direct
Employee Stock Option (Right-to-Buy)	$33.3800	2026-01-19	Common Stock (9546.0000)	9546.0000	Direct
Employee Stock Option (Right-to-Buy)	$38.3100	2023-04-10	Common Stock (658.0000)	658.0000	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)	$48.9200	2024-01-23	Common Stock (5326.0000)	5326.0000	Direct
Employee Stock Option (Right-to-Buy)	$50.1000	2027-01-26	Common Stock (7582.0000)	7582.0000	Direct
Performance Stock Option (Right-to-Buy)	$57.7000	2027-10-20	Common Stock (20016.0000)	20016.0000	Direct
Performance Stock Units	$0.0000	2020-01-26	Common Stock (822.2200)	822.2200	Direct
Phantom Units	$0.0000		Common Stock (3023.4642)	3023.4642	Direct
Restricted Stock Units	$0.0000	2018-05-01	Common Stock (2390.3900)	2390.3900	Direct
Restricted Stock Units	$0.0000	2018-01-22	Common Stock (657.7600)	657.7600	Direct
Restricted Stock Units	$0.0000	2027-01-26	Common Stock (1895.2600)	1895.2600	Direct

Footnotes

F1: Shares withheld for taxes due on 369 shares issued.

F2: Shares withheld for taxes due on 434 shares issued.

F3: Amount includes 2,738 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.

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

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

F6: This amount reflects a 117.5% payout based on the performance criteria achieved.

F7: 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.

F8: 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.

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

F10: These restricted stock units vest in three equal annual installments beginning on the date shown.

F11: Amount includes restricted 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.

F15: Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 20,016 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.

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

F17: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

F18: 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.

F19: Amount includes stock units acquired pursuant to a dividend equivalent feature.

F20: 50% of these restricted stock units vested on May 1, 2017 and 50% will vest on May 1, 2018.