Robert J Martsching Form 4 FULLER H B / Robert J Martsching 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^*

Martsching Robert J

(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)
VP, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2018

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	01/22/2018		M		657	A	$54.89	9,720.5978	D
Common Stock	01/22/2018		F		237(1)	D	$54.89	9,483.5978(2)	D
Common Stock								4.83(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0000(4)	01/22/2018		M			657	01/22/2016(5)	01/22/2018	Common Stock	657	$54.89	0.0000	D
Employee Stock Option (Right-to-Buy)	$22.27							01/20/2012(6)	01/20/2021	Common Stock	4,315		4,315	D
Employee Stock Option (Right-to-Buy)	$28.4							01/26/2013(6)	01/26/2022	Common Stock	3,504		3,504	D
Employee Stock Option (Right-to-Buy)	$33.38							01/19/2017(7)	01/19/2026	Common Stock	9,546		9,546	D
Employee Stock Option (Right-to-Buy)	$38.31							04/10/2014(6)	04/10/2023	Common Stock	658		658	D
Employee Stock Option (Right-to-Buy)	$39.64							01/24/2014(6)	01/24/2023	Common Stock	2,806		2,806	D
Employee Stock Option (Right-to-Buy)	$41							01/22/2016(6)	01/22/2025	Common Stock	7,292		7,292	D
Employee Stock Option (Right-to-Buy)	$48.92							01/23/2015(6)	01/23/2024	Common Stock	5,326		5,326	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(7)	01/26/2027	Common Stock	7,582		7,582	D
Performance Stock Option (Right-to-Buy)	$57.7							01/31/2021(8)	10/20/2027	Common Stock	20,016		20,016(9)	D
Performance Stock Units	$0.0000(10)							01/19/2017(11)	01/19/2019	Common Stock	379.34		379.34(12)	D
Performance Stock Units	$0.0000(10)							01/26/2018(11)	01/26/2020	Common Stock	822.22		822.22(13)	D
Phantom Units	$0.0000(14)							(15)	(15)	Common Stock	3,023.4642		3,023.4642(16)	D
Restricted Stock Units	$0.0000(4)							(17)	05/01/2018	Common Stock	2,390.39		2,390.39(18)	D
Restricted Stock Units	$0.0000(4)							01/19/2017(5)	01/19/2019	Common Stock	381.33		381.33(18)	D
Restricted Stock Units	$0.0000(4)							01/26/2018(5)	01/26/2027	Common Stock	1,895.26		1,895.26(18)	D

Explanation of Responses:

1. Shares withheld for taxes due on 657 shares issued.

2. Amount includes 2,738 restricted shares that are 100% vested and restricted shares acquired pursuant to a dividend accrual feature.

3. Amount includes shares and dividends acquired pursuant to the H.B.Fuller Company 401(k) & Retirement Plan.

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

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

6. This option is 100% vested.

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

8. 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.

9. Each performance-based non-qualified stock option represents a contingent right and option to purchase all or any part of an aggregate of 20,016 shares of Common Stock at the price of $57.70 per share. Prior to vesting, the number of options subject to the award will be adjusted based on the company's adjusted EBITDA performance for fiscal year 2020. The number of options may decrease to as low as 0% of the initial number of options depending on the level of adjusted EBITDA performance. The grant amount is shown at the superior level of performance.

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

11. 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.

12. 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.

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

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

15. 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.

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

17. 50% of these restricted stock units vested on May 1, 2017 and 50% will vest on May 1, 2018.

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

	/s/ Timothy J. Keenan, Attorney-in-Fact	01/24/2018
	** Signature of Reporting Person	Date
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