Keenan Timothy J Form 4 FULLER H B / Timothy J Keenan 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^*

Keenan Timothy 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, Gen. Counsel & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017

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								23,103⁽¹⁾	D
Common Stock								5.59⁽²⁾	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)	$51.1	01/26/2017		A		14,336		01/26/2018⁽³⁾	01/26/2027	Common Stock	14,336	$51.1	14,336	D
Performance Stock Units	$0.0000⁽⁴⁾	01/26/2017		A		1,537⁽⁵⁾		01/26/2018⁽⁶⁾	01/26/2020	Common Stock	1,537	$0.0000⁽⁴⁾	1,537	D
Restricted Stock Units	$0.0000⁽⁷⁾	01/26/2017		A		3,351		01/26/2018⁽⁸⁾	01/26/2020	Common Stock	3,351	$0.0000⁽⁷⁾	3,351	D
Employee Stock Option (Right-to-Buy)	$14.15							⁽⁹⁾	12/04/2018	Common Stock	13,000		13,000	D
Employee Stock Option (Right-to-Buy)	$20.57							⁽⁹⁾	12/03/2019	Common Stock	17,505		17,505	D
Employee Stock Option (Right-to-Buy)	$22.27							⁽⁹⁾	01/20/2021	Common Stock	15,822		15,822	D
Employee Stock Option (Right-to-Buy)	$28.4							⁽⁹⁾	01/26/2022	Common Stock	14,278		14,278	D
Employee Stock Option (Right-to-Buy)	$33.38							⁽¹⁰⁾	01/19/2026	Common Stock	16,408		16,408	D
Employee Stock Option (Right-to-Buy)	$39.64							⁽⁹⁾	01/24/2023	Common Stock	10,291		10,291	D
Employee Stock Option (Right-to-Buy)	$41							⁽¹¹⁾	01/22/2025	Common Stock	12,534		12,534	D
Employee Stock Option (Right-to-Buy)	$48.92							⁽¹²⁾	01/23/2024	Common Stock	9,154		9,154	D
Performance Stock Units	$0.0000⁽¹³⁾							01/19/2017⁽¹⁴⁾	01/19/2019	Common Stock	1,272.91		1,272.91⁽¹⁵⁾	D
Phantom Units	$0.0000⁽¹⁶⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	1,700.17		1,700.17⁽¹⁸⁾	D
Restricted Stock Units	$0.0000⁽¹⁹⁾							⁽²⁰⁾	01/19/2019	Common Stock	1,274.94		1,274.94⁽²¹⁾	D
Restricted Stock Units	$0.0000⁽¹⁹⁾							⁽²²⁾	01/22/2018	Common Stock	1,115.51		1,115.51⁽²¹⁾	D

Explanation of Responses:

1. Amended and Restated Year 2000 Stock Incentive Plan: Amount includes 27,973 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan and are 100% vested. Amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.

2. 401(k) Plan: This amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

3. H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.

4. H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.

5. H.B. Fuller Company 2016 Master Incentive Plan: Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock. Prior to vesting, the number of units subject to the award will be adjusted based on the company's return on invested capital performance for the applicable year. The number of units may increase to as much as 200% or decrease as low as 0% of the initial number of units depending on the level of ROIC performance. The grant amount is shown at a target level of performance.

6. H.B. Fuller Company 2016 Master Incentive Plan: 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.

7. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.

8. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.

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

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

12. 2013 Master Incentive Plan: This option vests are 100% vested.

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

14. H.B. Fuller Company 2013 Master Incentive Plan: 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. These performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.

15. H.B. Fuller Company 2013 Master Incentive Plan: 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 of the H.B. Fuller Company 2013 Master Incentive Plan.

16. Deferred Compensation Plan: These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

17. Deferred Compensation Plan: 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 Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

18. Key Employee Deferred Compensation Plan Dividend Reinvestment: This amount (acquired after 12-31-04) includes stock units acquired pursuant to a dividend equivalent feature of the Key Employees' Deferred Compensation Plan.

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

20. 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.

21. H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.

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

	/s/ Timothy J. Keenan	01/30/2017
	** Signature of Reporting Person	Date
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Keenan Timothy J Form 4FULLER H B / Timothy J Keenan ownership change