Sec Form 4 Filing - Kenny Steven @ FULLER H B CO - 2017-01-26

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
Kenny Steven
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)
Senior VP, Emerging Markets
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
01/26/2017
(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 36,001.371 ( 1 ) 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) $ 50.1 01/26/2017 A 23,696 01/26/2018( 2 ) 01/26/2027 Common Stock 23,696 $ 50.1 23,696 D
Performance Stock Units $ 0 ( 3 ) 01/26/2017 A 2,541 ( 4 ) 01/26/2018( 5 ) 01/26/2020 Common Stock 2,541 $ 0 ( 3 ) 2,541 D
Restricted Stock Units $ 0 ( 6 ) 01/26/2017 A 5,073 01/26/2018( 7 ) 01/26/2020 Common Stock 5,073 $ 0 ( 6 ) 5,073 D
Employee Stock Option (Right-to-Buy) $ 20.57 ( 8 ) 12/03/2019 Common Stock 28,935 28,935 D
Employee Stock Option (Right-to-Buy) $ 22.27 ( 8 ) 01/20/2021 Common Stock 28,768 28,768 D
Employee Stock Option (Right-to-Buy) $ 28.4 ( 8 ) 01/26/2022 Common Stock 25,960 25,960 D
Employee Stock Option (Right-to-Buy) $ 33.38 ( 9 ) 01/19/2026 Common Stock 29,832 29,832 D
Employee Stock Option (Right-to-Buy) $ 39.64 ( 8 ) 01/24/2023 Common Stock 18,712 18,712 D
Employee Stock Option (Right-to-Buy) $ 41 ( 10 ) 01/22/2025 Common Stock 22,789 22,789 D
Employee Stock Option (Right-to-Buy) $ 48.92 ( 11 ) 01/23/2024 Common Stock 16,644 16,644 D
Performance Stock Units $ 0 ( 12 ) 01/19/2017( 13 ) 01/19/2019 Common Stock 2,315.51 2,315.51 ( 14 ) D
Restricted Stock Units $ 0 ( 15 ) ( 16 ) 01/19/2019 Common Stock 2,316.51 2,316.51 ( 17 ) D
Restricted Stock Units $ 0 ( 15 ) ( 18 ) 01/22/2018 Common Stock 2,030.04 2,030.04 ( 17 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kenny Steven
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
Senior VP, Emerging Markets
Signatures
/s/ Timothy J. Keenan, Attorney-in-Fact 01/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Amount includes shares acquired pursuant to a dividend reinvestment plan.
( 2 )H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.
( 3 )H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 4 )H.B. Fuller Company 2016 Master Incentive Plan: Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock. Prior to vesting, the number of units subject to the award will be adjusted based on the company's return on invested capital performance for the applicable year. The number of units may increase to as much as 200% or decrease as low as 0% of the initial number of units depending on the level of ROIC performance. The grant amount is shown at a target level of performance.
( 5 )H.B. Fuller Company 2016 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.
( 6 )H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 7 )H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.
( 8 )Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
( 9 )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.
( 10 )H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
( 11 )H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.
( 12 )H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 13 )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.
( 14 )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.
( 15 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 16 )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.
( 17 )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.
( 18 )H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

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