Sec Form 4 Filing - Cooney Paula M. @ FULLER H B CO - 2018-01-25

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
Cooney Paula M.
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, Human Resources
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2018
(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 6,802 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) $ 53.57 01/25/2018 A 12,008 01/25/2019( 1 ) 01/25/2028 Common Stock 12,008 $ 53.57 12,008 D
Performance Stock Units $ 0 ( 2 ) 01/25/2018 A 1,268 ( 3 ) 01/25/2019( 4 ) 01/25/2021 Common Stock 1,268 $ 0 ( 2 ) 1,268 D
Restricted Stock Units $ 0 ( 5 ) 01/25/2018 A 1,269 01/25/2019( 6 ) 01/25/2021 Common Stock 1,269 $ 0 ( 5 ) 1,269 D
Employee Stock Option (Right-to-Buy) $ 22.27 01/20/2012( 7 ) 01/20/2021 Common Stock 6,524 6,524 D
Employee Stock Option (Right-to-Buy) $ 23.68 04/14/2011( 7 ) 04/14/2020 Common Stock 3,647 3,647 D
Employee Stock Option (Right-to-Buy) $ 28.4 01/26/2013( 7 ) 01/26/2022 Common Stock 5,451 5,451 D
Employee Stock Option (Right-to-Buy) $ 33.38 01/19/2017( 1 ) 01/19/2026 Common Stock 6,264 6,264 D
Employee Stock Option (Right-to-Buy) $ 39.64 01/24/2014( 7 ) 01/24/2023 Common Stock 4,126 4,126 D
Employee Stock Option (Right-to-Buy) $ 41 01/22/2016( 7 ) 01/22/2025 Common Stock 4,785 4,785 D
Employee Stock Option (Right-to-Buy) $ 43.16 04/06/2017( 1 ) 04/06/2026 Common Stock 7,706 7,706 D
Employee Stock Option (Right-to-Buy) $ 48.92 01/23/2015( 7 ) 01/23/2024 Common Stock 4,194 4,194 D
Employee Stock Option (Right-to-Buy) $ 50.1 01/26/2018( 1 ) 01/26/2027 Common Stock 13,033 13,033 D
Employee Stock Option (Right-to-Buy) $ 50.16 12/04/2016( 1 ) 12/04/2023 Common Stock 4,010 4,010 D
Performance Stock Option (Right-to-Buy) $ 57.7 01/31/2021( 8 ) 10/20/2027 Common Stock 34,403 34,403 ( 9 ) D
Performance Stock Units $ 0 ( 2 ) 01/19/2017( 4 ) 01/19/2019 Common Stock 248.66 248.66 ( 10 ) D
Performance Stock Units $ 0 ( 2 ) 01/26/2018( 4 ) 01/26/2020 Common Stock 1,412.84 1,412.84 ( 11 ) D
Performance Stock Units $ 0 ( 2 ) 04/06/2017( 4 ) 04/06/2019 Common Stock 606.72 606.72 ( 10 ) D
Restricted Stock Units $ 0 ( 5 ) 01/19/2017( 6 ) 01/19/2019 Common Stock 250.67 250.67 ( 12 ) D
Restricted Stock Units $ 0 ( 5 ) 01/26/2018( 6 ) 01/26/2020 Common Stock 2,783.22 2,783.22 ( 12 ) D
Restricted Stock Units $ 0 ( 5 ) 04/06/2017( 6 ) 04/06/2019 Common Stock 606.72 606.72 ( 12 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cooney Paula M.
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
VP, Human Resources
Signatures
/s/ Timothy J. Keenan, Attorney-in-Fact 01/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option vests in three equal annual installments beginning on the date shown.
( 2 )These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 3 )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.
( 4 )These performance stock units vest in three equal 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.
( 5 )These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 6 )These restricted stock units vest in three equal annual installments beginning on the date shown.
( 7 )This option is 100% vested.
( 8 )These performance-based non-qualified stock options vest on the date shown contingent upon H.B. Fuller achieving adjusted EBITDA at least at the threshold level of performance.
( 9 )Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 34.403 shares of Common Stock at the price of $57.70 per share. Prior to vesting, the number of options subject to the award will be adjusted based on the company's adjusted EBITDA performance for fiscal year 2020. The number of options may decrease to as low as 0% of the initial number of options depending on the level of adjusted EBITDA performance. The grant amount is shown at the superior level of performance.
( 10 )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.
( 11 )Amount also includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
( 12 )Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

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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