Sec Form 4 Filing - JENSEN TRACI L @ FULLER H B CO - 2020-01-24

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 JENSEN TRACI L 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) Vice President (Last) (First) (Middle) 1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2020 (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 01/24/2020 M 1,467 A $ 48.35 22,143 D Common Stock 01/24/2020 M 984 A $ 48.35 23,127 D Common Stock 01/24/2020 M 861 A $ 48.35 23,988 D Common Stock 01/24/2020 F 277 ( 1 ) D $ 48.35 23,711 D Common Stock 01/24/2020 F 295 ( 2 ) D $ 48.35 23,416 D Common Stock 01/24/2020 F 503 ( 3 ) D $ 48.35 22,913 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 Exec ution 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) $ 48.35 01/24/2020 A 14,492 01/24/2021( 4 ) 01/24/2030 Common Stock 14,492 $ 48.35 14,492 D Performance Stock Units $ 0 ( 5 ) 01/24/2020 M 861 01/24/2020( 6 ) 01/24/2022 Common Stock 861 $ 48.35 2,002.29 ( 7 ) D Restricted Stock Units $ 0 ( 8 ) 01/24/2020 M 1,467 01/24/2020( 9 ) 01/24/2020 Common Stock 1,467 $ 48.35 0 D Restricted Stock Units $ 0 ( 8 ) 01/24/2020 M 984 01/24/2020( 10 ) 01/24/2022 Common Stock 984 $ 48.35 2,002.29 ( 11 ) D Restricted Stock Units $ 0 ( 8 ) 01/24/2020 A 1,485 01/24/2021( 10 ) 01/24/2023 Common Stock 1,485 $ 0 ( 8 ) 1,485 D Employee Stock Option (Right-to-Buy) $ 22.27 01/20/2012( 12 ) 01/20/2021 Common Stock 12,658 12,658 D Employee Stock Option (Right-to-Buy) $ 33.38 01/19/2017( 12 ) 01/19/2026 Common Stock 29,832 29,832 D Employee Stock Option (Right-to-Buy) $ 41 01/22/2016( 12 ) 01/22/2025 Common Stock 22,789 22,789 D Employee Stock Option (Right-to-Buy) $ 45.05 01/24/2020( 4 ) 01/24/2029( 13 ) Common Stock 27,472 27,472 D Employee Stock Option (Right-to-Buy) $ 48.92 01/23/2015( 12 ) 01/23/2024 Common Stock 16,644 16,644 D Employee Stock Option (Right-to-Buy) $ 50.1 01/26/2018( 4 ) 01/26/2027 Common Stock 23,696 23,696 D Employee Stock Option (Right-to-Buy) $ 53.57 01/25/2019( 4 ) 01/25/2028 Common Stock 21,834 21,834 D Performance Stock Option (Right-to-Buy) $ 57.7 01/31/2021( 14 ) 10/20/2027 Common Stock 62,552 62,552 D Performance Stock Units $ 0 ( 5 ) 01/25/2019( 6 ) 01/25/2021 Common Stock 1,580.77 1,580.77 ( 15 ) D Restricted Stock Units $ 0 ( 8 ) 01/25/2019( 10 ) 01/25/2021 Common Stock 1,581.79 1,581.79 ( 11 ) D Restricted Stock Units $ 0 ( 8 ) 01/26/2018( 10 ) 01/26/2020 Common Stock 1,502.96 1,502.96 ( 11 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JENSEN TRACI L 1200 WILLOW LAKE BOULEVARD P.O. BOX 64683 ST. PAUL, MN55164-0683 Vice President Signatures /s/ Timothy J. Keenan, Attorney-in-Fact 01/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld for taxes due on 984 shares issued. ( 2 )Shares withheld for taxes due on 861 shares issued. ( 3 )Shares withheld for taxes due on 1,467 shares issued. ( 4 )This option vests in three equal annual installments beginning on the date shown. ( 5 )These performance stock units convert into shares of common stock on a 1-for-1 basis. ( 6 )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. ( 7 )This amount has been adjusted to reflect the decrease in number of performance stock units of the original grant based on performance criteria. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature. ( 8 )These restricted stock units convert into shares of common stock on a 1-for-1 basis. ( 9 )These restricted stock units vest in one annual installment on the date shown. ( 10 )These restricted stock units vest in three equal annual installments beginning on the date shown. ( 11 )Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature. ( 12 )This option is 100% vested. ( 13 )This date was reported incorrectly on the Reporting Person's original Form 4, dated January 24, 2019, and has been updated with the correct expiration date. ( 14 )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. ( 15 )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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