H.B. Fuller Form 4 FULLER H B / James Owens 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^*

Owens James

(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)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2020

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	01/24/2020		M		9,148	A	$48.35	195,545.776	D
Common Stock	01/24/2020		M		8,121	A	$48.35	203,666.776	D
Common Stock	01/24/2020		M		7,106	A	$48.35	210,772.776	D
Common Stock	01/24/2020		F		2,230⁽¹⁾	D	$48.35	208,542.776	D
Common Stock	01/24/2020		F		2,606⁽²⁾	D	$48.35	205,936.776	D
Common Stock	01/24/2020		F		2,821⁽³⁾	D	$48.35	203,115.776	D
Common Stock								354.83⁽⁴⁾	I	By 401(k) Plan
Common Stock								280	I	By Son⁽⁵⁾

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)	$48.35	01/24/2020		A		238,872		01/24/2021⁽⁶⁾	01/24/2030	Common Stock	238,872	$48.35	238,872	D
Performance Stock Units	$0.0000⁽⁷⁾	01/24/2020		M			7,106	01/24/2020⁽⁸⁾	01/24/2022	Common Stock	7,106	$48.35	16,491.92⁽⁹⁾	D
Performance Stock Units (CEO)	$0.0000⁽⁷⁾	01/24/2020		M			9,148	01/24/2020⁽¹⁰⁾	01/24/2020	Common Stock	9,148	$48.35	0.0000	D
Performance Stock Units (CEO)	$0.0000⁽⁷⁾	01/24/2020		M			8,121	01/24/2020⁽¹¹⁾	01/24/2022	Common Stock	8,121	$48.35	16,492.92⁽¹²⁾	D
Employee Stock Option (Right-to-Buy)	$22.27							01/20/2012⁽¹³⁾	01/20/2021	Common Stock	48,331		48,331	D
Employee Stock Option (Right-to-Buy)	$25.19							07/07/2012⁽¹³⁾	07/07/2021	Common Stock	15,748		15,748	D
Employee Stock Option (Right-to-Buy)	$28.4							01/26/2013⁽¹³⁾	01/26/2022	Common Stock	77,881		77,881	D
Employee Stock Option (Right-to-Buy)	$33.38							01/19/2017⁽¹³⁾	01/19/2026	Common Stock	182,039		182,039	D
Employee Stock Option (Right-to-Buy)	$39.64							01/24/2014⁽¹³⁾	01/24/2023	Common Stock	80,697		80,697	D
Employee Stock Option (Right-to-Buy)	$41							01/22/2016⁽¹³⁾	01/22/2025	Common Stock	112,727		112,727	D
Employee Stock Option (Right-to-Buy)	$45.04							01/24/2020⁽⁶⁾	01/24/2029	Common Stock	226,403		226,403	D
Employee Stock Option (Right-to-Buy)	$48.92							01/23/2015⁽¹³⁾	01/23/2024	Common Stock	79,061		79,061	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018⁽⁶⁾	01/26/2027	Common Stock	151,826		151,826	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019⁽⁶⁾	01/25/2028	Common Stock	146,887		146,887	D
Performance Stock Option (Right-to-Buy)	$57.7							01/31/2021⁽¹⁴⁾	10/20/2027	Common Stock	289,684		289,684	D
Performance Stock Units	$0.0000⁽⁷⁾							01/25/2019⁽⁸⁾	01/25/2021	Common Stock	10,631.1		10,631.1⁽¹²⁾	D
Performance Stock Units (CEO)	$0.0000⁽⁷⁾							01/25/2019⁽¹¹⁾	01/25/2021	Common Stock	10,635.11		10,635.11⁽¹²⁾	D
Performance Stock Units (CEO)	$0.0000⁽⁷⁾							01/26/2018⁽¹¹⁾	01/26/2020	Common Stock	9,144.41		9,144.41⁽¹²⁾	D

Explanation of Responses:

1. Shares withheld for taxes due on 7,106 shares issued.

2. Shares withheld for taxes due on 9,148 shares issued.

3. Shares withheld for taxes due on 8,121 shares issued.

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

5. Held jointly by spouse and son.

6. This option vests in three equal annual 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 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.

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

10. These performance stock units vest in one annual installment beginning on the date shown, subject to one or more performance measures being achieved.

11. These performance stock units vest in three equal annual installments beginning on the date shown, subject to one or more performance measures being achieved.

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

13. This option is 100% vested.

14. 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.

	/s/ Timothy J. Keenan, Attorney-in-Fact	01/27/2020
	** 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).
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H.B. Fuller (FUL) Form 4FULLER H B / James Owens ownership change