FULLER H B CO — Director's Dealing 2020

Jul 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FULLER H B CO (FUL)
CIK: 0000039368
Period of Report: 2020-06-26

Reporting Person: Owens James (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-26	Common Stock	M	48331.0000	$22.2700	Acquired	261811.7760	Direct
2020-06-26	Common Stock	S	48331.0000	$42.3564	Disposed	213480.7760	Direct
2020-06-29	Common Stock	M	15748.0000	$25.1900	Acquired	229228.7760	Direct
2020-06-29	Common Stock	S	6447.0000	$44.9100	Disposed	222781.7760	Direct
2020-06-29	Common Stock	S	9301.0000	$44.1700	Disposed	213480.7760	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-26	Employee Stock Option (Right-to-Buy)	$22.2700	M	48331.0000	Disposed	2021-01-20	Common Stock (48331.0000)	Direct
2020-06-29	Employee Stock Option (Right-to-Buy)	$25.1900	M	15748.0000	Disposed	2021-07-07	Common Stock (15748.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	357.5700	Indirect
Common Stock	280.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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)	$48.3500	2030-01-24	Common Stock (238872.0000)	238872.0000	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	2022-01-24	Common Stock (16618.0700)	16618.0700	Direct
Performance Stock Units	$0.0000	2021-01-25	Common Stock (5434.3900)	5434.3900	Direct
Performance Stock Units (CEO)	$0.0000	2022-01-24	Common Stock (16619.0800)	16619.0800	Direct
Performance Stock Units (CEO)	$0.0000	2021-01-25	Common Stock (5438.4000)	5438.4000	Direct

Footnotes

F1: The price reported is the volume weighted average price ("VWAP") on June 26, 2020.

F2: The price reported is a weighted average sale price. The 6,447 shares were sold in multiple transactions at prices ranging from $44.6150 to $45.07 for a weighted average sale price of $44.91. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: The price reported is a weighted average sale price. The 9,301 shares were sold in multiple transactions at prices ranging from $43.54 to $44.52 for a weighted average sale price of $44.17. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

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 is 100% vested.

F7: This option vests in three equal annual installments beginning on the date shown.

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

F12: These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.