Giertz James R Form 4 FULLER H B / JAMES R GIERTZ ownership change

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^*

GIERTZ JAMES R

(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)
Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2016

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	01/22/2016		M		2,429	A	$34.72	80,495.885	D
Common Stock	01/22/2016		F		946(1)	D	$34.72	79,549.885	D
Common Stock	01/23/2016		M		2,274	A	$34.72	81,823.885	D
Common Stock	01/23/2016		F		769(2)	D	$34.72	81,054.885	D
Common Stock	01/24/2016		F		1,015(3)	D	$34.72	80,039.885(4)	D
Common Stock								1,161.01(5)	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
Restricted Stock Units	$0.0000(6)	01/22/2016		M			2,429	(7)	01/22/2018	Common Stock	2,429	$34.72	4,936.85(8)	D
Restricted Stock Units	$0.0000(6)	01/23/2016		M			2,274	(9)	01/23/2017	Common Stock	2,274	$34.72	2,344.47(8)	D
Employee Stock Option (Right-to-Buy)	$33.38							(10)	01/19/2026	Common Stock	37,291		37,291	D
Employee Stock Option (Right-to-Buy)	$22.27							(11)	01/20/2021	Common Stock	28,768		28,768	D
Employee Stock Option (Right-to-Buy)	$41							(12)	01/22/2025	Common Stock	28,486		28,486	D
Employee Stock Option (Right-to-Buy)	$48.92							(13)	01/23/2024	Common Stock	22,886		22,886	D
Employee Stock Option (Right-to-Buy)	$39.64							(11)	01/24/2023	Common Stock	22,455		22,455	D
Employee Stock Option (Right-to-Buy)	$28.4							(11)	01/26/2022	Common Stock	28,556		28,556	D
Employee Stock Option (Right-to-Buy)	$14.15							(11)	12/04/2018	Common Stock	47,663		47,663	D
Restricted Stock Units	$0.0000(6)							(14)	(15)	Common Stock	4,265		4,265	D
Restricted Stock Units	$0.0000(6)							(16)	01/19/2019	Common Stock	4,266		4,266	D

Explanation of Responses:

1. Shares withheld for taxes due on 2,429 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

2. Shares withheld for taxes due on 2,274 shares issued pursuant to the H.B. Fuller Company 2013 Master Stock Incentive Plan.

3. Shares withheld for taxes due on 3,020 shares issued pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.

4. Amended and Restated Year 2000 Stock Incentive Plan: 62,168 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 6,002 restricted shares that vested effective April 2, 2011; 10,974 restricted shares that vested effective December 4, 2011; 13,202 restricted shares that vested in three equal annual installments beginning on December 3, 2010; 11,882 restricted shares that vested in three equal annual installments beginning on January 20, 2012; 11,540 restricted shares that vested in three equal annual installments beginning on January 26, 2013; and 8,568 shares that vested in three equal annual installments beginning on January 24, 2014. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.

5. 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

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

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

8. H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan.

9. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.

10. 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.

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

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

13. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.

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

15. These restricted stock units expire on January 19, 2019.

16. 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.

	/s/ Timothy J. Keenan, Attorney-in-Fact	01/26/2016
	** Signature of Reporting Person	Date
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