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)
02/15/2019

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	02/15/2019		S		3,215	D	$48.8627⁽¹⁾	9,944.7659⁽²⁾	D
Common Stock								4.88⁽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							01/20/2012⁽⁴⁾	01/20/2021	Common Stock	4,315		4,315	D
Employee Stock Option (Right-to-Buy)	$28.4							01/26/2013⁽⁴⁾	01/26/2022	Common Stock	3,504		3,504	D
Employee Stock Option (Right-to-Buy)	$33.38							01/19/2017⁽⁴⁾	01/19/2026	Common Stock	9,546		9,546	D
Employee Stock Option (Right-to-Buy)	$38.31							04/10/2014⁽⁴⁾	04/10/2023	Common Stock	658		658	D
Employee Stock Option (Right-to-Buy)	$39.64							01/24/2014⁽⁴⁾	01/24/2023	Common Stock	2,806		2,806	D
Employee Stock Option (Right-to-Buy)	$41							01/22/2016⁽⁴⁾	01/22/2025	Common Stock	7,292		7,292	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020⁽⁵⁾	01/24/2029	Common Stock	8,791		8,791	D
Employee Stock Option (Right-to-Buy)	$48.92							01/23/2015⁽⁴⁾	01/23/2024	Common Stock	5,326		5,326	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018⁽⁵⁾	01/26/2027	Common Stock	7,582		7,582	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019⁽⁵⁾	01/25/2028	Common Stock	7,336		7,336	D
Performance Stock Option (Right-to-Buy)	$57.7							01/31/2021⁽⁶⁾	10/20/2027	Common Stock	20,016		20,016	D
Performance Stock Units	$0.0000⁽⁷⁾							01/24/2020⁽⁸⁾	01/24/2022	Common Stock	943		943	D
Performance Stock Units	$0.0000⁽⁷⁾							01/25/2019⁽⁸⁾	01/25/2021	Common Stock	525.05		525.05⁽⁹⁾	D
Performance Stock Units	$0.0000⁽⁷⁾							01/26/2018⁽⁸⁾	01/26/2020	Common Stock	286.86		286.86⁽¹⁰⁾	D
Phantom Units	$0.0000⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	3,059.6742		3,059.6742⁽¹³⁾	D
Restricted Stock Units	$0.0000⁽¹⁴⁾							01/24/2020⁽¹⁵⁾	01/24/2020	Common Stock	463		463	D
Restricted Stock Units	$0.0000⁽¹⁴⁾							01/24/2020⁽¹⁶⁾	01/24/2022	Common Stock	943		943	D
Restricted Stock Units	$0.0000⁽¹⁴⁾							01/25/2019⁽¹⁶⁾	01/25/2021	Common Stock	525.05		525.05⁽¹⁷⁾	D
Restricted Stock Units	$0.0000⁽¹⁴⁾							01/26/2018⁽¹⁶⁾	01/26/2027	Common Stock	653.59		653.59⁽¹⁷⁾	D

Explanation of Responses:

1. The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $48.80 to $48.8790. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.

2. Amount includes shares acquired pursuant to a dividend reinvestment plan.

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

10. 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.

11. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

12. 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.

13. Amount includes stock units acquired pursuant to a dividend equivalent feature.

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

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

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

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

	/s/ Timothy J. Keenan, Attorney-in-Fact	02/19/2019
	** 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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