Sec Form 4 Filing - STROUCKEN ALBERT P L @ FULLER H B CO - 2006-12-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
STROUCKEN ALBERT P L
2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO [ FUL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of Board, Pres, CEO
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2006
(Street)
ST. PAUL, MN55164-0683
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,697.01 ( 1 ) I By 401(k) Plan
Common Stock 12/01/2006 M 124,672.39 D $ 25.91 0 ( 8 ) ( 16 ) D
Common Stock 12/01/2006 A 124,672.39 ( 16 ) A $ 25.91 356,504.39 D
Common Stock 12/01/2006 F 53,237 ( 17 ) D $ 25.91 303,267.39 D
Common Stock 12/01/2006 D 1.39 ( 18 ) D $ 25.91 303,266 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right-to-Buy) $ 9.9375 08/08/1988( 2 ) 12/01/2009 Common Stock 113,368 113,368 D
Employee Stock Option (Right-to-Buy) $ 9.3125 08/08/1988( 3 ) 12/07/2010 Common Stock 207,792 207,792 D
Employee Stock Option (Right-to-Buy) $ 12.975 08/08/1988( 4 ) 01/17/2012 Common Stock 143,442 143,442 D
Phantom Stock $ 0 ( 5 ) 08/08/1988( 6 ) 08/08/1988( 6 ) Common Stock 68,300.42 68,300.42 ( 10 ) D
Employee Stock Option (Right-to-Buy) $ 13.95 08/08/1988( 7 )( 16 ) 12/09/2012 Common Stock 32,772 32,772 D
Employee Stock Option (Right-to-Buy) $ 14.195 08/08/1988( 9 )( 16 ) 04/14/2014 Common Stock 82,220 82,220 D
Employee Stock Option (Right-to-Buy) $ 13.945 08/08/1988( 11 )( 16 ) 12/10/2014 Common Stock 122,324 122,324 D
Phantom Stock $ 0 ( 12 ) 08/08/1988( 13 ) 08/08/1988( 13 ) Common Stock 6,810.05 6,810.05 ( 14 ) D
Employee Stock Option (Right-to-Buy) $ 16.015 08/08/1988( 15 )( 16 ) 12/01/2015 Common Stock 111,836 111,836 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STROUCKEN ALBERT P L
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
Chairman of Board, Pres, CEO
Signatures
Timothy J. Keenan, Attorney-in-Fact 12/05/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )401(k) Plan: This amount includes shares and dividends acquired during the fiscal year pursuant to the H.B. Fuller Company Thrift Plan.
( 2 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 1, 2000.
( 3 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 7, 2001.
( 4 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on January 17, 2003.
( 5 )Deferred Compensation Plan: These units convert into shares of common stock on a 1-for-1 basis.
( 6 )Deferred Compensation Plan: Units convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee Deferred Compensation Plan or such earlier date as selected by the participant.
( 7 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 9, 2003.
( 8 )2000 Stock Incentive Plan: These restricted shares were awarded pursuant to H.B. Fuller Company's 2000 Stock Incentive Plan. Amount includes 1790 restricted shares that will vest in four equal annual installments beginning on April 14, 2005, 6544 restricted shares that will vest in four equal annual installments beginning on April 15, 2005, 29822 restricted shares that will vest effective December 10, 2007 subject to attainment of earnings per share target, and 27040 restricted shares that will vest effective December 1, 2008 subject to attainment of earnings per share target. This total amount includes shares acquired pursuant to a dividend reinvestment feature of the Plan.
( 9 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on April 14, 2005.
( 10 )Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount includes stock units acquired pursuant to a dividend equivalent feature of the Key Employees' Deferred Compensation Plan.
( 11 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 10, 2005
( 12 )Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
( 13 )Deferred Compensation Plan: 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 Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.
( 14 )Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount (acquired after 12-31-04) includes stock units acquired pursuant to a dividend equivalent feature of the Key Employees' Deferred Compensation Plan.
( 15 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 1, 2006.
( 16 )Pursuant to a Separation Agreement dated November 20, 2006 (the "Agreement") between H.B. Fuller Company and Albert P.L. Stroucken, all shares of restricted stock and stock options granted to Mr. Stroucken that by their terms remain unvested on December 1, 2006 shall become fully vested as of December 1, 2006. Also pursuant to the Agreement, the expiration date of all stock options granted to Mr. Stroucken that by their terms remain unvested on December 1, 2006 shall be extended from December 1, 2006 until the close of business on February 1, 2007.
( 17 )2000 Stock Incentive Plan: Shares withheld for taxes on 124672.39 restricted shares issued pursuant to a separation agreement dated November 20, 2006. (See also footnote #16.)
( 18 )Cash settlement of fractional shares in connection with the vesting of restricted stock held by reporting person pursuant to a separation agreement dated November 20, 2006. (See also footnote #16.)

Remarks:
All above holdings changed to reflect August 4, 2006 2:1 stock split.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.