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^*

Martsching Robert J

(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, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2017

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	04/04/2017		M		4,340	A	$20.57	15,091.9982	D
Common Stock	04/04/2017		S		4,340	D	$50.2024⁽¹⁾	10,751.9982⁽²⁾	D
Common Stock								4.79	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)	$20.57	04/04/2017		M			4,340	⁽³⁾	12/03/2019	Common Stock	4,340	$20.57	0.0000	D
Employee Stock Option (Right-to-Buy)	$22.27							⁽³⁾	01/20/2021	Common Stock	4,315		4,315	D
Employee Stock Option (Right-to-Buy)	$28.4							⁽³⁾	01/26/2022	Common Stock	3,504		3,504	D
Employee Stock Option (Right-to-Buy)	$33.38							⁽⁴⁾	01/19/2026	Common Stock	9,546		9,546	D
Employee Stock Option (Right-to-Buy)	$38.31							⁽⁵⁾	04/10/2023	Common Stock	658		658	D
Employee Stock Option (Right-to-Buy)	$39.64							⁽³⁾	01/24/2023	Common Stock	2,806		2,806	D
Employee Stock Option (Right-to-Buy)	$41							⁽⁶⁾	01/22/2025	Common Stock	7,292		7,292	D
Employee Stock Option (Right-to-Buy)	$48.92							⁽⁷⁾	01/23/2024	Common Stock	5,326		5,326	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018⁽⁸⁾	01/26/2027	Common Stock	7,582		7,582	D
Performance Stock Units	$0.0000⁽⁹⁾							01/19/2017⁽¹⁰⁾	01/19/2019	Common Stock	744.03		744.03⁽¹¹⁾	D
Performance Stock Units	$0.0000⁽¹²⁾							01/26/2018⁽¹³⁾	01/26/2020	Common Stock	815.31		815.31⁽¹⁴⁾	D
Phantom Units	$0.0000⁽¹⁵⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	2,997.9242		2,997.9242⁽¹⁷⁾	D
Restricted Stock Units	$0.0000⁽¹⁸⁾							⁽¹⁹⁾	01/19/2019	Common Stock	744.02		744.02⁽²⁰⁾	D
Restricted Stock Units	$0.0000⁽¹⁸⁾							⁽²¹⁾	01/22/2018	Common Stock	652.23		652.23⁽²⁰⁾	D
Restricted Stock Units	$0.0000⁽²²⁾							⁽²³⁾	05/01/2018	Common Stock	4,725.59		4,725.59⁽²⁴⁾	D
Restricted Stock Units	$0.0000⁽²²⁾							01/26/2018⁽²⁵⁾	01/26/2027	Common Stock	1,879.32		1,879.32⁽¹⁴⁾	D

Explanation of Responses:

1. The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $50.202 to $50.21. The reporting person will provide to the issuer, a security holder of theissuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.

2. Amount includes 2,738 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan and are 100% vested. Total amount also includes shares acquired pursuant to a dividend reinvestment plan.

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

4. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal installments beginning on January 19, 2017. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

5. Amended and Restated Year 2000 Stock Incentive Plan: This option vests on April 10, 2016.

6. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.

7. H.B. Fuller Company 2013 Master Incentive Plan: This option is 100% vested.

8. H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.

9. H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.

10. H.B. Fuller Company 2013 Master Incentive Plan: These performance stock units vest in three 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. These performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

11. H.B. Fuller Company 2013 Master Incentive Plan: 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 of the H.B. Fuller Company 2013 Master Incentive Plan.

12. These performance stock units convert into shares of common stock on a 1-for-1 basis.

13. H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units vest in three 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.

14. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

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

16. Key Employee 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 DeferredCompensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

17. 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 Employee Deferred Compensation Plan.

18. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

19. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 19, 2017. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

20. H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.

21. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

22. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

23. H.B. Fuller Company 2016 Master Incentive Plan: 50% of these restricted stock units will vest on May 1, 2017 and 50% will vest on May 1, 2018.

24. H.B. Fuller Company 2016 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan.

25. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.

	/s/ Timothy J. Keenan, Attorney-in-Fact	04/05/2017
	** Signature of Reporting Person	Date
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