Sec Form 4/A Filing - LARGE STEPHEN J @ FULLER H B CO - 2007-02-28

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FORM 4/A
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
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1. Name and Address of Reporting Person
LARGE STEPHEN J
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)
Grp Pres, Gen'l Mgr, FV/S
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2007
(Street)
ST. PAUL, MN55164-0683
4. If Amendment, Date Original Filed (MM/DD/YY)
03/02/2007
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 3,537.0012 ( 1 ) I By 401(k) Plan
Common Stock 02/28/2007 D 37,986.34 D $ 0 2,317.05 ( 2 ) ( 15 ) 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
Common Stock Units $ 0 ( 3 ) 08/08/1988( 4 ) 08/08/1988( 4 ) Common Stock 1,866.23 1,866.23 ( 16 ) D
Phantom Stock $ 0 ( 5 ) 08/08/1988( 6 ) 08/08/1988( 6 ) Common Stock 9,262.59 9,262.59 ( 7 ) D
Employee Stock Option (Right-to-Buy) $ 13.65 08/08/1988( 8 ) 12/03/2013 Common Stock 8,894 8,894 D
Employee Stock Option (Right-to-Buy) $ 14.49 08/08/1988( 9 ) 12/02/2014 Common Stock 21,663 21,663 D
Employee Stock Option (Right-to-Buy) $ 16.015 08/08/1988( 10 ) 12/01/2015 Common Stock 29,706 29,706 D
Phantom Units $ 0 ( 11 ) 08/08/1988( 12 ) 08/08/1988 Common Stock 701.07 701.07 ( 13 ) D
Employee Stock Option (Right-to-Buy) $ 26.79 08/08/1988( 14 ) 12/04/2016 Common Stock 27,331 27,331 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LARGE STEPHEN J
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
Grp Pres, Gen'l Mgr, FV/S
Signatures
Timothy J. Keenan, Attorney-in-Fact 03/05/2007
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: Includes 32,208.23 restricted shares awarded pursuant to H.B. Company's 2000 Stock Incentive Plan. Amounts include 2,678 restricted shares which will vest in four equal annual installments beginning on 4-15-05, 15,844 restricted shares which will vest effective December 2, 2007 and 14, 366 restricted shares which will vest effective December 1, 2008. Total amount also includes restricted shares acquired pursuant to a dividend reinvestment feature of the 2000 Stock Incentive Plan. A total of 30,210 restricted shares plus 678.84 shares acquired pursuant to a dividend reinvestment feature of the 2000 Stock Incentive Plan were forfeited upon Mr. Large's resignation on February 28, 2007. In connection with Mr. Large's resignation, a total of 1,340 restricted shares plus dividends vest March 1, 2007.
( 3 )1992 Stock Incentive Plan: These units convert into shares of common stock on a 1-for-1 basis.
( 4 )1992 Stock Incentive Plan: This amount includes stock units acquired pursuant to a dividend equivalent reinvestment feature on the H.B. Fuller Company 1992 Stock Incentive Plan.
( 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 )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.
( 8 )2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 3, 2004.
( 9 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 2, 2005.
( 10 )2000 Stock Incentive Plan: This option vests in four equal installments beginning on December 1, 2006.
( 11 )Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
( 12 )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.
( 13 )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.
( 14 )2000 Stock Incentive Plan: This option vests in four equal installments beginning December 4, 2007.
( 15 )2000 Stock Incentive Plan: Includes 7,080 restricted shares awarded pursuant to H.B. Fuller Company's 2000 Stock Incentive Plan. The shares will vest effective December 4, 2009. Total amount also includes restricted shares acquired pursuant to a dividend reinvestment feature of the 2000 Stock Incentive Plan. These restricted shares plus 17.50 shares acquired pursuant to a dividend reinvestment feature of the 2000 Stock Incentive Plan were forfeited upon Mr. Large's resignation on February 28, 2007.
( 16 )1992 Stock Incentive Plan: In connection with Mr. Large's resignation on February 28, 2007, these stock units plus dividends vest March 1, 2007.

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