Sec Form 4 Filing - Keenan Timothy J @ FULLER H B CO - 2013-01-18

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
Keenan Timothy 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)
VP, Gen. Counsel & Corp. Sec.
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2013
(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 01/18/2013 M 12,232 A $ 14.49 37,945.001 D
Common Stock 01/18/2013 S 12,232 D $ 39.0346 ( 1 ) 25,713.001 ( 2 ) D
Common Stock 1,971.49 ( 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) $ 14.49 01/18/2013 M 12,232 ( 4 ) 12/02/2014 Common Stock 12,232 $ 0 0 D
Employee Stock Option (Right-to-Buy) $ 22.27 ( 5 ) 01/20/2021 Common Stock 15,822 15,822 D
Employee Stock Option (Right-to-Buy) $ 28.4 ( 6 ) 01/26/2022 Common Stock 14,278 14,278 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) $ 20.57 ( 7 ) 12/03/2019 Common Stock 17,505 17,505 D
Employee Stock Option (Right-to-Buy) $ 26.79 ( 7 ) 12/04/2016 Common Stock 16,077 16,077 D
Employee Stock Option (Right-to-Buy) $ 14.15 ( 7 ) 12/04/2018 Common Stock 28,037 28,037 D
Employee Stock Option (Right-to-Buy) $ 26.65 ( 7 ) 12/06/2017 Common Stock 14,200 14,200 D
Phantom Units $ 0 ( 8 ) ( 9 ) ( 9 ) Common Stock 4,464.81 4,464.81 ( 10 ) D
Restricted Stock Units $ 0 ( 11 ) ( 12 ) 01/26/2015 Common Stock 5,833.06 5,833.06 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keenan Timothy J
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
VP, Gen. Counsel & Corp. Sec.
Signatures
/s/ Timothy J. Keenan 01/22/2013
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 $39.00 to $39.17. 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: 27,973 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan. This amount includes 4,165 restricted shares that vested effective December 4, 2009; 3,557 restricted shares that vested effective December 6, 2010; 6,455 restricted shares that vested effective December 4, 2011; 7,261 restricted shares that vested in three equal annual installments beginning on December 3, 2010; and 6,535 restricted shares that will vest in three equal annual installments beginning on January 20, 2012. 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 is 100% vested.
( 8 )Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
( 9 )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.
( 10 )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.
( 11 )Amended and Restated 2000 Stock Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 12 )Amended and Restated 2000 Stock Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 26, 2013.

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.