SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Keenan Timothy J

(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)
VP, Gen. Counsel & Corp. Sec.
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/01/2018
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/01/2018 G 20 D $0.0000(1) 22,940 D
Common Stock 08/01/2018 G 90 D $0.0000(1) 22,850 D
Common Stock 08/02/2018 G 30 D $0.0000(2) 22,820 D
Common Stock 5.72(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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right-to-Buy) $20.57 12/03/2010(4) 12/03/2019 Common Stock 13,205 13,205 D
Employee Stock Option (Right-to-Buy) $22.27 01/20/2012(4) 01/20/2021 Common Stock 15,822 15,822 D
Employee Stock Option (Right-to-Buy) $28.4 01/26/2013(4) 01/26/2022 Common Stock 14,278 14,278 D
Employee Stock Option (Right-to-Buy) $33.38 01/19/2017(5) 01/19/2026 Common Stock 16,408 16,408 D
Employee Stock Option (Right-to-Buy) $39.64 01/24/2014(4) 01/24/2023 Common Stock 10,291 10,291 D
Employee Stock Option (Right-to-Buy) $41 01/22/2016(4) 01/22/2025 Common Stock 12,534 12,534 D
Employee Stock Option (Right-to-Buy) $48.92 01/23/2015(4) 01/23/2024 Common Stock 9,154 9,154 D
Employee Stock Option (Right-to-Buy) $51.1 01/26/2018(5) 01/26/2027 Common Stock 14,336 14,336 D
Employee Stock Option (Right-to-Buy) $53.57 01/25/2019(5) 01/25/2028 Common Stock 13,100 13,100 D
Performance Stock Option (Right-to-Buy) $57.7 01/31/2021(6) 10/20/2027 Common Stock 34,403 34,403 D
Performance Stock Units $0.0000(7) 01/19/2017(8) 01/19/2019 Common Stock 659.24 659.24(9) D
Performance Stock Units $0.0000(10) 01/25/2019(8) 01/25/2021 Common Stock 1,396.58 1,396.58 D
Performance Stock Units $0.0000(7) 01/26/2018(8) 01/26/2020 Common Stock 1,054.01 1,054.01(9) D
Restricted Stock Units $0.0000(11) 01/19/2017(12) 01/19/2019 Common Stock 663.32 663.32(13) D
Restricted Stock Units $0.0000(11) 01/25/2019(12) 01/25/2021 Common Stock 1,396.58 1,396.58 D
Restricted Stock Units $0.0000(11) 01/26/2018(12) 01/26/2020 Common Stock 2,299.43 2,299.43(13) D
Explanation of Responses:
1. Bona fide gift made by the Reporting Person on August 1, 2018.
2. Bona fide gift made by the Reporting Person on August 2, 2018.
3. Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
4. This option is 100% vested.
5. This option vests in three equal annual installments beginning on the date shown.
6. 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.
7. These performance stock units convert into shares of common stock on a 1-for-1 basis.
8. 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.
9. 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.
10. These performance stock units convert into shares of common stock on a 1-for-1 basis
11. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
12. These restricted stock units vest in three equal annual installments beginning on the date shown.
13. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
/s/ Timothy J. Keenan 12/14/2018
** 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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