Sec Form 4 Filing - JENSEN TRACI L @ FULLER H B CO - 2020-11-30

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
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)
11/30/2020
(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 15,706 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
Performance Stock Option (Right-to-Buy) $ 57.7 11/30/2020 D 62,552 01/31/2021( 1 ) 10/20/2027 Common Stock 62,552 $ 0 0 D
Employee Stock Option (Right-to-Buy) $ 33.38 01/19/2017( 2 ) 01/19/2026 Common Stock 29,832 29,832 D
Employee Stock Option (Right-to-Buy) $ 41 01/22/2016( 2 ) 01/22/2025 Common Stock 22,789 22,789 D
Employee Stock Option (Right-to-Buy) $ 45.05 01/24/2020( 3 ) 01/24/2029 Common Stock 27,472 27,472 D
Employee Stock Option (Right-to-Buy) $ 48.35 01/24/2021( 3 ) 01/24/2030 Common Stock 14,492 14,492 D
Employee Stock Option (Right-to-Buy) $ 48.92 01/23/2015( 2 ) 01/23/2024 Common Stock 16,644 16,644 D
Employee Stock Option (Right-to-Buy) $ 50.1 01/26/2018( 2 ) 01/26/2027 Common Stock 23,696 23,696 D
Employee Stock Option (Right-to-Buy) $ 53.57 01/25/2019( 3 ) 01/25/2028 Common Stock 21,834 21,834 D
Performance Stock Units $ 0 ( 4 ) 01/24/2020( 5 ) 01/24/2022 Common Stock 2,031.53 2,031.53 ( 6 ) D
Performance Stock Units $ 0 ( 4 ) 01/25/2019( 5 ) 01/25/2021 Common Stock 813.51 813.51 ( 6 ) D
Restricted Stock Units $ 0 ( 7 ) 01/24/2020( 8 ) 01/24/2022 Common Stock 2,031.55 2,031.55 ( 9 ) D
Restricted Stock Units $ 0 ( 7 ) 01/24/2021( 8 ) 01/24/2023 Common Stock 1,506.69 1,506.69 D
Restricted Stock Units $ 0 ( 7 ) 01/25/2019( 8 ) 01/25/2021 Common Stock 814.52 814.52 ( 9 ) 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 12/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the forfeiture of performance-based stock options granted to the reporting person on October 20, 2017 that were eligible to vest contingent upon H.B. Fuller achieving adjusted EBITDA at least at the threshold level of performance. On November 30, 2020, the Compensation Committee of the Company determined that, based on the Company's performance over the applicable performance period, the options would vest at 0% and will be forfeited.
( 2 )This option is 100% vested.
( 3 )This option vests in three equal annual installments beginning on the date shown.
( 4 )These performance stock units convert into shares of common stock on a 1-for-1 basis.
( 5 )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.
( 6 )Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
( 7 )These restricted stock units convert into shares of common stock on a 1-for-1 basis.
( 8 )These restricted stock units vest in three equal annual installments beginning on the date shown.
( 9 )Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

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