SEC FORM 4

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^*

Parriott Ann B

(Last)

(First)

(Middle)

1200 WILLOW LAKE BOULEVARD

P.O. BOX 64683

(Street)

ST. PAUL

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)
	VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/20/2013		F		795⁽¹⁾	D	$39.52	32,296.796⁽²⁾	D
Common Stock								1,059.66⁽³⁾	I	By 401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right-to-Buy)	$22.27							⁽⁴⁾	01/20/2021	Common Stock	15,822		15,822	D
Employee Stock Option (Right-to-Buy)	$28.4							⁽⁵⁾	01/26/2022	Common Stock	15,576		15,576	D
Employee Stock Option (Right-to-Buy)	$18.735							⁽⁶⁾	01/27/2016	Common Stock	19,858		19,858	D
Employee Stock Option (Right-to-Buy)	$20.57							⁽⁷⁾	12/03/2019	Common Stock	17,505		17,505	D
Employee Stock Option (Right-to-Buy)	$26.79							⁽⁷⁾	12/04/2016	Common Stock	16,077		16,077	D
Employee Stock Option (Right-to-Buy)	$14.15							⁽⁷⁾	12/04/2018	Common Stock	33,644		33,644	D
Employee Stock Option (Right-to-Buy)	$26.65							⁽⁷⁾	12/06/2017	Common Stock	14,200		14,200	D
Phantom Units	$0.0000⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	503.68		503.68⁽¹⁰⁾	D

Explanation of Responses:

1. Shares withheld for taxes due on 2,209 shares issued pursuant to the Amended Restated 2000 Stock Incentive Plan.

2. Amended and Restated 2000 Stock Incentive Plan: 35,558 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated 2000 Stock Incentive Plan. This amount includes 4,165 restricted shares that vested effective December 4, 2009; 3,557 restricted shares that vested effective December 6, 2010; 7,746 restricted shares thatl vested effective December 4, 2011; 7,261 restricted shares that vested in three equal annual installments beginning on December 3, 2010; 6,535 restricted shares that will vest in three equal annual installments beginning on January 20, 2012; and 6,294 restricted shares that will vest in three equal annual installments beginning on January 26, 2013. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated 2000 Stock Incentive Plan.

3. 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

4. Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 20, 2012.

5. Amended and Restated 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 26, 2013.

6. 2000 Stock Incentive Plan: This option is 100% vested.

7. Amended and Restated 2000 Stock Incentive Plan: This option is 100% vested.

8. Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

9. Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

10. Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount (acquired after 12-31-04) includes stock units acquired pursuant to a dividend equivalent feature of the Key Employees' Deferred Compensation Plan.

	/s/ Debra L. Hovland, Attorney-in-Fact	01/23/2013
	** 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).
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