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^*

Rezai Ebrahim

(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, Chief Tech. & Innovation

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2019

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)
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	01/25/2019		M		453	A	$46.5	1,606	D
Common Stock	01/25/2019		M		421	A	$46.5	2,027	D
Common Stock	01/25/2019		F		153⁽¹⁾	D	$46.5	1,874	D
Common Stock	01/25/2019		F		164⁽²⁾	D	$46.5	1,710	D
Common Stock	01/26/2019		M		543	A	$46.5	2,253	D
Common Stock	01/26/2019		M		271	A	$46.5	2,524	D
Common Stock	01/26/2019		F		99⁽³⁾	D	$46.5	2,425	D
Common Stock	01/26/2019		F		196⁽⁴⁾	D	$46.5	2,229	D

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)
Performance Stock Units	$0.0000⁽⁵⁾	01/25/2019		M			453⁽⁶⁾	01/25/2019⁽⁷⁾	01/25/2021	Common Stock	453	$46.5	857.53⁽⁸⁾	D
Restricted Stock Units	$0.0000⁽⁹⁾	01/25/2019		M			421	01/25/2019⁽¹⁰⁾	01/25/2028	Common Stock	421	$46.5	859.54⁽¹¹⁾	D
Performance Stock Units	$0.0000⁽⁵⁾	01/26/2019		M			271⁽¹²⁾	01/26/2018⁽¹³⁾	01/26/2020	Common Stock	271	$46.5	491.26⁽¹⁴⁾	D
Restricted Stock Units	$0.0000⁽⁹⁾	01/26/2019		M			543	01/26/2018⁽¹⁰⁾	01/26/2020	Common Stock	543	$46.5	561.41⁽¹¹⁾	D
Employee Stock Option (Right-to-Buy)	$44.82							10/12/2017⁽¹⁵⁾	10/12/2026	Common Stock	3,781		3,781	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020⁽¹⁶⁾	01/24/2029	Common Stock	15,109		15,109	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018⁽¹⁶⁾	01/26/2027	Common Stock	13,033		13,033	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019⁽¹⁶⁾	01/25/2028	Common Stock	12,008		12,008	D
Performance Stock Option (Right-to-Buy)	$57.7							01/31/2021⁽¹⁷⁾	10/20/2027	Common Stock	34,403		34,403	D
Performance Stock Units	$0.0000⁽⁵⁾							01/24/2020⁽⁷⁾	01/24/2022	Common Stock	1,621		1,621	D
Performance Stock Units	$0.0000⁽⁵⁾							10/12/2017⁽⁷⁾	10/12/2019	Common Stock	150.9		150.9⁽¹⁸⁾	D
Restricted Stock Units	$0.0000⁽⁹⁾							01/24/2020⁽¹⁹⁾	01/24/2020	Common Stock	441		441	D
Restricted Stock Units	$0.0000⁽⁹⁾							01/24/2020⁽¹⁰⁾	01/24/2022	Common Stock	1,621		1,621	D
Restricted Stock Units	$0.0000⁽⁹⁾							10/12/2017⁽¹⁰⁾	10/12/2019	Common Stock	152.94		152.94⁽¹¹⁾	D

Explanation of Responses:

1. Shares withheld for taxes due on 421 shares issued.

2. Shares withheld for taxes due on 453 shares issued.

3. Shares withheld for taxes due on 271 shares issued.

4. Shares withheld for taxes due on 543 shares issued.

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

6. This amount reflects a 107.5% payout based on the performance criteria achieved.

7. 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.

8. This amount has been adjusted to reflect the increase in number of performance stock units of the original grant based on performance criteria. Amount includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

9. These restricted stock units convert into shares of common stock on a 1-for-1 basis.

10. These restricted stock units vest in three equal annual installments beginning on the date shown.

11. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

12. This amount reflects a 57.50% payout based on the performance criteria achieved.

13. 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. This amount has been adjusted to reflect the decrease 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.

15. This option vests in three equal annual installments beginning on the date shown above.

16. This option vests in three equal annual installments beginning on the date shown.

17. 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.

18. 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.

19. These restricted stock units vest in one annual installment on the date shown.

	/s/ Timothy J. Keenan, Attorney-in-Fact	01/29/2019
	** 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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