Sec Form 4 Filing - Owens James @ FULLER H B CO - 2019-01-19

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
Owens James
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)
President and CEO
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2019
(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 01/19/2019 M 7,338 A $ 45.53 171,416.776 D
Common Stock 01/19/2019 M 5,137 A $ 45.53 176,553.776 D
Common Stock 01/19/2019 F 1,573 ( 1 ) D $ 45.53 174,980.776 D
Common Stock 01/19/2019 F 2,329 ( 2 ) D $ 45.53 172,651.776 D
Common Stock 350.14 ( 3 ) I By 401(k) Plan
Common Stock 280 I By Son ( 4 )
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
Performance Stock Units $ 0 ( 5 ) 01/19/2019 M 5,137 ( 6 ) 01/19/2017( 7 ) 01/19/2019 Common Stock 5,137 $ 45.53 0 ( 8 ) D
Performance Stock Units (CEO) $ 0 ( 5 ) 01/19/2019 M 7,338 01/19/2017( 9 ) 01/19/2019 Common Stock 7,338 $ 45.53 0 ( 10 ) D
Employee Stock Option (Right-to-Buy) $ 20.57 12/03/2010( 11 ) 12/03/2019 Common Stock 33,275 33,275 D
Employee Stock Option (Right-to-Buy) $ 22.27 01/20/2012( 11 ) 01/20/2021 Common Stock 48,331 48,331 D
Employee Stock Option (Right-to-Buy) $ 25.19 07/07/2012( 11 ) 07/07/2021 Common Stock 15,748 15,748 D
Employee Stock Option (Right-to-Buy) $ 28.4 01/26/2013( 11 ) 01/26/2022 Common Stock 77,881 77,881 D
Employee Stock Option (Right-to-Buy) $ 33.38 01/19/2017( 11 ) 01/19/2026 Common Stock 182,039 182,039 D
Employee Stock Option (Right-to-Buy) $ 39.64 01/24/2014( 11 ) 01/24/2023 Common Stock 80,697 80,697 D
Employee Stock Option (Right-to-Buy) $ 41 01/22/2016( 11 ) 01/22/2025 Common Stock 112,727 112,727 D
Employee Stock Option (Right-to-Buy) $ 48.92 01/23/2015( 11 ) 01/23/2024 Common Stock 79,061 79,061 D
Employee Stock Option (Right-to-Buy) $ 50.1 01/26/2018( 12 ) 01/26/2027 Common Stock 151,826 151,826 D
Employee Stock Option (Right-to-Buy) $ 53.57 01/25/2019( 12 ) 01/25/2028 Common Stock 146,887 146,887 D
Performance Stock Option (Right-to-Buy) $ 57.7 01/31/2021( 13 ) 10/20/2027 Common Stock 289,684 289,684 D
Performance Stock Units $ 0 ( 5 ) 01/25/2019( 7 ) 01/25/2021 Common Stock 15,662.14 15,662.14 ( 14 ) D
Performance Stock Units $ 0 ( 5 ) 01/26/2018( 7 ) 01/26/2020 Common Stock 11,163.79 11,163.79 ( 14 ) D
Performance Stock Units (CEO) $ 0 ( 5 ) 01/25/2019( 9 ) 01/25/2021 Common Stock 15,662.14 15,662.14 ( 14 ) D
Performance Stock Units (CEO) $ 0 ( 5 ) 01/26/2018( 9 ) 01/26/2020 Common Stock 17,781.07 17,781.07 ( 14 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Owens James
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN55164-0683
President and CEO
Signatures
/s/ Timothy J. Keenan, Attorney-in-Fact 01/23/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld for taxes due on 5,137 shares issued.
( 2 )Shares withheld for taxes due on 7,338 shares issued.
( 3 )This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
( 4 )Held jointly by spouse and son.
( 5 )These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 6 )This amount reflects a 70% payout based on the performance criteria achieved.
( 7 )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.
( 8 )This amount has been adjusted to reflect the decrease in number of performance stock units of the original grant based on performance criteria.
( 9 )These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.
( 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 )This option is 100% vested.
( 12 )This option vests in three equal annual installments beginning on the date shown.
( 13 )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.
( 14 )Amount includes performance 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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