Sec Form 4 Filing - MCCREARY JAMES C @ FULLER H B CO - 2012-02-10

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
MCCREARY JAMES C
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)
VP and Corp. Controller
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2012
(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 02/10/2012 M 8,530 A $ 13.95 34,859.001 D
Common Stock 02/10/2012 S 8,530 D $ 28.9404 ( 1 ) 26,329.001 ( 2 ) D
Common Stock 6,622.09 ( 3 ) I By 401(k) Plan
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) $ 13.95 02/10/2012 M 8,530 ( 4 ) 12/09/2012 Common Stock 8,530 $ 0 0 D
Employee Stock Option (Right-to-Buy) $ 22.27 ( 5 ) 01/20/2021 Common Stock 9,205 9,205 D
Employee Stock Option (Right-to-Buy) $ 28.4 ( 6 ) 01/26/2022 Common Stock 8,307 8,307 D
Employee Stock Option (Right-to-Buy) $ 16.015 ( 4 ) 12/01/2015 Common Stock 16,776 16,776 D
Employee Stock Option (Right-to-Buy) $ 14.49 ( 4 ) 12/02/2014 Common Stock 18,348 18,348 D
Employee Stock Option (Right-to-Buy) $ 13.65 ( 4 ) 12/03/2013 Common Stock 15,244 15,244 D
Employee Stock Option (Right-to-Buy) $ 20.57 ( 7 ) 12/03/2019 Common Stock 9,259 9,259 D
Employee Stock Option (Right-to-Buy) $ 26.79 ( 8 ) 12/04/2016 Common Stock 9,646 9,646 D
Employee Stock Option (Right-to-Buy) $ 14.15 ( 9 ) 12/04/2018 Common Stock 16,822 16,822 D
Employee Stock Option (Right-to-Buy) $ 26.65 ( 8 ) 12/06/2017 Common Stock 8,520 8,520 D
Phantom Units $ 0 ( 10 ) ( 11 ) ( 11 ) Common Stock 2,824.25 2,824.25 ( 12 ) D
Phantom Units $ 0 ( 13 ) ( 14 ) 08/08/1988( 14 ) Common Stock 3,412.15 3,412.15 ( 15 ) D
Restricted Stock Units $ 0 ( 16 ) ( 17 ) 01/20/2014 Common Stock 2,583.025 2,583.025 ( 18 ) D
Restricted Stock Units $ 0 ( 16 ) ( 19 ) 01/26/2015 Common Stock 3,357 3,357 D
Restricted Stock Units $ 0 ( 16 ) ( 20 ) 12/03/2012 Common Stock 1,340.656 1,340.656 ( 18 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCREARY JAMES C
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
VP and Corp. Controller
Signatures
/s/ Timothy J. Keenan, Attorney-in-Fact 02/13/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $28.9128 to $28.99. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
( 2 )Amended and Restated 2000 Stock Incentive Plan: 8,506 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan. This amount includes 2,499 restricted shares that vested effective December 4, 2009; 2,134 restricted shares that vested effective December 6, 2010; and 3,873 restricted shares that vested effective December 4, 2011. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated 2000 Stock Incentive Plan.
( 3 )401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
( 4 )2000 Stock Incentive Plan: This option is 100% vested.
( 5 )Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 20, 2012.
( 6 )Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.
( 7 )Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on December 3, 2010.
( 8 )Amended and Restated 2000 Stock Incentive Plan: This option is 100% vested.
( 9 )Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 4, 2009.
( 10 )Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
( 11 )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.
( 12 )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.
( 13 )Deferred Compensation Plan: These units convert into shares of common stock on a 1-for-1 basis.
( 14 )Deferred Compensation Plan: These 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.
( 15 )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.
( 16 )Amended and Restated 2000 Stock Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 17 )Amended and Restated 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 20, 2012.
( 18 )Amended and Restated 2000 Stock Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan.
( 19 )Amended and Restated 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 26, 2013.
( 20 )Amended and Restated 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on December 3, 2010.

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).
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