Sec Form 4 Filing - Martsching Robert J @ FULLER H B CO - 2017-01-23

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
Martsching Robert 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, Corporate Controller
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2017
(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 01/23/2017 M 552 A $ 47.48 10,937.69 D
Common Stock 01/23/2017 F 216 ( 1 ) D $ 47.48 10,721.69 ( 2 ) D
Common Stock 4.77 ( 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
Restricted Stock Units $ 0 ( 4 ) 01/23/2017 M 552 ( 5 ) 01/23/2017 Common Stock 552 $ 47.48 0 D
Employee Stock Option (Right-to-Buy) $ 20.57 ( 6 ) 12/03/2019 Common Stock 4,340 4,340 D
Employee Stock Option (Right-to-Buy) $ 22.27 ( 6 ) 01/20/2021 Common Stock 4,315 4,315 D
Employee Stock Option (Right-to-Buy) $ 28.4 ( 6 ) 01/26/2022 Common Stock 3,504 3,504 D
Employee Stock Option (Right-to-Buy) $ 33.38 ( 7 ) 01/19/2026 Common Stock 9,546 9,546 D
Employee Stock Option (Right-to-Buy) $ 38.31 ( 8 ) 04/10/2023 Common Stock 658 658 D
Employee Stock Option (Right-to-Buy) $ 39.64 ( 6 ) 01/24/2023 Common Stock 2,806 2,806 D
Employee Stock Option (Right-to-Buy) $ 41 ( 9 ) 01/22/2025 Common Stock 7,292 7,292 D
Employee Stock Option (Right-to-Buy) $ 48.92 ( 10 ) 01/23/2024 Common Stock 5,326 5,326 D
Performance Stock Units $ 0 ( 11 ) 01/19/2017( 12 ) 01/19/2019 Common Stock 741.92 741.92 ( 13 ) D
Phantom Units $ 0 ( 14 ) ( 15 ) ( 15 ) Common Stock 2,989.5042 2,989.5042 ( 16 ) D
Restricted Stock Units $ 0 ( 4 ) ( 17 ) 01/19/2019 Common Stock 741.92 ( 17 ) 741.92 D
Restricted Stock Units $ 0 ( 4 ) ( 18 ) 01/22/2018 Common Stock 650.38 650.38 ( 19 ) D
Restricted Stock Units $ 0 ( 20 ) ( 21 ) 05/01/2018 Common Stock 4,712.22 4,712.22 ( 22 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martsching Robert J
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
VP, Corporate Controller
Signatures
/s/ Timothy J. Keenan, Attorney-in-Fact 01/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld for taxes due on 552 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.
( 2 )Amended and Restated Year 2000 Stock Incentive Plan: Amount includes 2,738 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan and are 100% vested. Total amount also includes shares acquired pursuant to a dividend reinvestment plan.
( 3 )401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
( 4 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 5 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units are 100% vested.
( 6 )Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
( 7 )H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
( 8 )Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.
( 9 )H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
( 10 )H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.
( 11 )H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 12 )H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units vest in three 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. These performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
( 13 )H.B. Fuller Company 2013 Master Incentive Plan: This amount has been adjusted to reflect the increase in number of performance stock units of the original grant based on performance criteria. Amount also includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.
( 14 )Key Employee Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
( 15 )Key Employee 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 DeferredCompensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.
( 16 )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 Employee Deferred Compensation Plan.
( 17 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
( 18 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
( 19 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.
( 20 )H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 21 )H.B. Fuller Company 2016 Master Incentive Plan: 50% of these restricted stock units will vest on May 1, 2017 and 50% will vest on May 1, 2018.
( 22 )H.B. Fuller Company 2016 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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