SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Owens James
(Last) (First) (Middle)
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
(Street)
ST. PAUL MN 55164-0683
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/03/2011 F 1,529(1) D $22.37 60,286.833 D
Common Stock 12/04/2011 D 0.637(2) D $22.37 60,286.196 D
Common Stock 12/04/2011 F 3,743(3) D $22.37 56,543.196(4) D
Common Stock 323.69(5) I By 401(k) Plan
Common Stock 280(6) I By Son
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $22.27 (7) 01/20/2021 Common Stock 48,331 48,331 D
Employee Stock Option (Right-to-Buy) $25.19 (8) 07/07/2021 Common Stock 15,748 15,748 D
Employee Stock Option (Right-to-Buy) $19.03 (9) 10/02/2018 Common Stock 7,385 7,385 D
Employee Stock Option (Right-to-Buy) $20.57 (10) 12/03/2019 Common Stock 33,275 33,275 D
Employee Stock Option (Right-to-Buy) $14.15 (11) 12/04/2018 Common Stock 47,663 47,663 D
Explanation of Responses:
1. Shares withheld for taxes due on 4,675 shares issued pursuant to the Amended Restated 2000 Stock Incentive Plan.
2. Cash settlement of fractional share in connection with vesting of restricted stock by reporting person.
3. Shares withheld for taxes due on 11,443.637 shares issued pursuant to the Amended Restated 2000 Stock Incentive Plan.
4. Amended and Restated 2000 Stock Incentive Plan: 53,088 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan. This amount includes 1,849 restricted shares that vested effective October 2, 2011; 10,974 restricted shares that vested effective December 4, 2011; 13,802 restricted shares that will vest in three equal annual installments beginning on December 3, 2010; based on one or more performance measures achieved, 19,961 restricted shares will vest in three equal installments beginning on January 20, 2012; and 6,502 restricted shares that will vest in three equal installments beginning on July 7, 2012, subject to Mr. Owens remaining an employee of the Company. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated 2000 Stock Incentive Plan.
5. 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
6. Held jointly by spouse and son.
7. Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 20, 2012.
8. Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on July 7, 2012.
9. Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on October 2, 2009.
10. Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on December 3, 2010.
11. Amended and Restated 2000 Stock Incentive Plan: This option vests in four equal annual installments beginning on December 4, 2009.
/s/ Timothy J. Keenan, Attorney-in-Fact 12/06/2011
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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