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*
Moorman David W.

(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, Operations Excellence
3. Date of Earliest Transaction (Month/Day/Year)
01/19/2019
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 01/19/2019 M 278 A $45.53 1,551 D
Common Stock 01/19/2019 M 194 A $45.53 1,745 D
Common Stock 01/19/2019 F 71(1) D $45.53 1,674 D
Common Stock 01/19/2019 F 101(2) D $45.53 1,573 D
Common Stock 1,248.37(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $0.0000(4) 01/19/2019 M 194(5) 01/19/2017(6) 01/19/2019 Common Stock 194 $45.53 0.0000(7) D
Restricted Stock Units $0.0000(8) 01/19/2019 M 278 01/19/2017(9) 01/19/2019 Common Stock 278 $45.53 0.0000(10) D
Employee Stock Option (Right-to-Buy) $28.4 01/26/2013(11) 01/26/2022 Common Stock 3,894 3,894 D
Employee Stock Option (Right-to-Buy) $33.38 01/19/2017(11) 01/19/2026 Common Stock 6,891 6,891 D
Employee Stock Option (Right-to-Buy) $38.31 04/10/2016(12) 04/10/2023 Common Stock 1,257 1,257 D
Employee Stock Option (Right-to-Buy) $39.64 01/24/2014(11) 01/24/2023 Common Stock 2,806 2,806 D
Employee Stock Option (Right-to-Buy) $41 01/22/2016(11) 01/22/2025 Common Stock 3,760 3,760 D
Employee Stock Option (Right-to-Buy) $48.92 01/23/2015(11) 01/23/2024 Common Stock 2,496 2,496 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(12) 01/26/2027 Common Stock 9,918 9,918 D
Employee Stock Option (Right-to-Buy) $53.57 01/25/2019(12) 01/25/2028 Common Stock 9,606 9,606 D
Performance Stock Option (Right-to-Buy) $57.7 01/31/2021(13) 10/20/2027 Common Stock 34,403 34,403 D
Performance Stock Units $0.0000(4) 01/25/2019(6) 01/25/2021 Common Stock 1,024.24 1,024.24(14) D
Performance Stock Units $0.0000(4) 01/26/2018(6) 01/26/2020 Common Stock 729.75 729.75(15) D
Phantom Units $0.0000(16) (17) (17) Common Stock 322.81 322.81(18) D
Restricted Stock Units $0.0000(8) 01/25/2019(9) 01/25/2021 Common Stock 1,024.24 1,024.24(10) D
Restricted Stock Units $0.0000(8) 01/26/2018(9) 01/26/2020 Common Stock 1,298.04 1,298.04(10) D
Explanation of Responses:
1. Shares withheld for taxes due on 194 shares issued.
2. Shares withheld for taxes due on 278 shares issued.
3. Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.
4. These performance stock units convert into shares of common stock on a 1-for-1 basis.
5. This amount reflects a 70% payout based on the performance criteria achieved.
6. 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.
7. This amount has been adjusted to reflect the decrease in number of performance stock units of the original grant based on performance criteria.
8. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
9. These restricted stock units vest in three equal annual installments beginning on the date shown.
10. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
11. This option is 100% vested.
12. This option vests in three equal annual installments beginning on the date shown.
13. 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.
14. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.
15. 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.
16. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
17. 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.
18. Amount includes stock units acquired pursuant to a dividend equivalent feature.
/s/ Timothy J. Keenan, Attorney-in-Fact 01/23/2019
** 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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