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FULLER H B CO Director's Dealing 2020

Jan 27, 2020

31338_dirs_2020-01-27_87980344-b8db-49e3-9115-475b36b9429d.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: 2020-01-24

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2020-01-24 Common Stock M 9148.0000 $48.3500 Acquired 195545.7760 Direct
2020-01-24 Common Stock M 8121.0000 $48.3500 Acquired 203666.7760 Direct
2020-01-24 Common Stock M 7106.0000 $48.3500 Acquired 210772.7760 Direct
2020-01-24 Common Stock F 2230.0000 $48.3500 Disposed 208542.7760 Direct
2020-01-24 Common Stock F 2606.0000 $48.3500 Disposed 205936.7760 Direct
2020-01-24 Common Stock F 2821.0000 $48.3500 Disposed 203115.7760 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2020-01-24 Employee Stock Option (Right-to-Buy) $48.3500 A 238872.0000 Acquired 2030-01-24 Common Stock (238872.0000) Direct
2020-01-24 Performance Stock Units $0.0000 M 7106.0000 Disposed 2022-01-24 Common Stock (7106.0000) Direct
2020-01-24 Performance Stock Units (CEO) $0.0000 M 9148.0000 Disposed 2020-01-24 Common Stock (9148.0000) Direct
2020-01-24 Performance Stock Units (CEO) $0.0000 M 8121.0000 Disposed 2022-01-24 Common Stock (8121.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 354.8300 Indirect
Common Stock 280.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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) $45.0400 2029-01-24 Common Stock (226403.0000) 226403.0000 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 2021-01-25 Common Stock (10631.1000) 10631.1000 Direct
Performance Stock Units (CEO) $0.0000 2021-01-25 Common Stock (10635.1100) 10635.1100 Direct
Performance Stock Units (CEO) $0.0000 2020-01-26 Common Stock (9144.4100) 9144.4100 Direct

Footnotes

F1: Shares withheld for taxes due on 7,106 shares issued.

F2: Shares withheld for taxes due on 9,148 shares issued.

F3: Shares withheld for taxes due on 8,121 shares issued.

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

F7: These performance stock units convert into shares of common stock on a 1-for-1 basis.

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 decrease in number of performance stock units of the original grant based on performance criteria. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

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

F11: These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.

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

F13: This option is 100% vested.

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.