Jensen Traci L Form 4 FULLER H B / TRACI L JENSEN 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^*

JENSEN TRACI L

(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)
Sr.VP, Global Const Products

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2017

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	10/02/2017		S		5,397	D	$58.395⁽¹⁾	14,528⁽²⁾	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)
Employee Stock Option (Right-to-Buy)	$22.27							⁽³⁾	01/20/2021	Common Stock	12,658		12,658	D
Employee Stock Option (Right-to-Buy)	$23.68							⁽³⁾	04/14/2020	Common Stock	6,223		6,223	D
Employee Stock Option (Right-to-Buy)	$33.38							⁽⁴⁾	01/19/2026	Common Stock	29,832		29,832	D
Employee Stock Option (Right-to-Buy)	$41							⁽⁵⁾	01/22/2025	Common Stock	22,789		22,789	D
Employee Stock Option (Right-to-Buy)	$48.92							⁽³⁾	01/23/2024	Common Stock	16,644		16,644	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018⁽⁶⁾	01/26/2027	Common Stock	23,696		23,696	D
Performance Stock Units	$0.0000⁽⁷⁾							01/19/2017⁽⁸⁾	01/19/2019	Common Stock	2,335.59		2,335.59⁽⁹⁾	D
Performance Stock Units	$0.0000⁽⁷⁾							01/26/2018⁽¹⁰⁾	01/26/2020	Common Stock	2,563.04		2,563.04	D
Restricted Stock Units	$0.0000⁽¹¹⁾							⁽¹²⁾	01/19/2019	Common Stock	2,336.6		2,336.6	D
Restricted Stock Units	$0.0000⁽¹¹⁾							⁽¹³⁾	01/22/2018	Common Stock	2,047.65		2,047.65⁽¹⁴⁾	D
Restricted Stock Units	$0.0000⁽¹¹⁾							01/26/2018⁽¹⁵⁾	01/26/2020	Common Stock	4,296.95		4,296.95	D

Explanation of Responses:

1. The price reported is the weighted average sale price for the transaction reported. The prices received ranged from $58.36 to $58.51. 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 24,398 restricted shares awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan and are 100% vested. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature.

3. This option is 100% vested.

4. 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.

5. This option vests in three equal annual installments beginning on January 22, 2016.

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

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 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.

9. 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.

10. 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.

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

12. 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.

13. These restricted stock units vest in three equal annual installments beginning on January 22, 2016.

14. These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature.

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

	/s/ Timothy J. Keenan, Attorney-in-Fact	10/04/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Jensen Traci L Form 4FULLER H B / TRACI L JENSEN ownership change