Cai Zhiwei Form 4 FULLER H B / Zhiwei Cai 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^*

Cai Zhiwei

(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 Vice President, EA

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2021

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								26,411	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	$0.0000(1)	12/27/2021		A		6.3		(2)	(2)	Common Stock	6.3	$80.89	3,325.49(3)	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(4)	01/24/2029	Common Stock	27,472		27,472	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(4)	01/24/2030	Common Stock	28,985		28,985	D
Employee Stock Option (Right-to-Buy)	$48.92							01/23/2015(5)	01/23/2024	Common Stock	2,746		2,746	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(5)	01/26/2027	Common Stock	13,033		13,033	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(4)	01/27/2031	Common Stock	25,571		25,571	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(5)	01/25/2028	Common Stock	16,375		16,375	D
Performance Stock Units	$0.0000(6)							01/24/2020(7)	01/24/2022	Common Stock	1,023.74		1,023.74(8)	D
Restricted Stock Units	$0.0000(9)							01/24/2020(10)	01/24/2022	Common Stock	1,041.24		1,041.24(11)	D
Restricted Stock Units	$0.0000(9)							01/24/2021(10)	01/24/2023	Common Stock	2,040.36		2,040.36(11)	D
Restricted Stock Units	$0.0000(9)							01/27/2022(10)	01/27/2024	Common Stock	3,281.71		3,281.71(11)	D

Explanation of Responses:

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

2. 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.

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

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

5. This option is 100% vested.

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

7. 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.

8. This amount has been adjusted to reflect a decrease in number of performance stock units from the original grant based on performance criteria. Amount also includes performance stock units acquired pursuant to a dividend equivalent reinvestment feature.

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

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

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

	/s/ Debra L. Hovland, Attorney-in-Fact	12/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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