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Form 4 FULLER H B CO For: Jan 26 Filed by: Crail Dietrich J.

January 30, 2017 7:25 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Crail Dietrich 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)
Vice President, Asia Pacific
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)
Code V Amount (A) or (D) Price
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
Employee Stock Option (Right-to-Buy) $ 50.1 01/26/2017   A   13,033   01/26/2018 (1) 01/26/2027 Common Stock 13,033 $ 50.1 13,033 D  
Performance Stock Units $ 0 (2) 01/26/2017   A   1,397 (3)   01/26/2018 (4) 01/26/2020 Common Stock 1,397 $ 0 (2) 1,397 D  
Restricted Stock Units $ 0 (5) 01/26/2017   A   1,913   01/26/2018 (6) 01/26/2020 Common Stock 1,913 $ 0 (5) 1,913 D  
Employee Stock Option (Right-to-Buy) $ 44.82             10/12/2017 (7) 10/12/2026 Common Stock 5,251   5,251 D  
Performance Stock Units $ 0 (2)             10/12/2017 (8) 10/12/2019 Common Stock 601.81   601.81 (9) D  
Restricted Stock Units $ 0 (5)             10/12/2017 (10) 10/12/2019 Common Stock 602.82   602.82 (11) D  
Explanation of Responses:
1. H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal installments beginning on the date shown.
2. H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units convert into shares of common stock on a 1-for-1 basis.
3. 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.
4. 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.
5. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
6. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown.
7. H.B. Fuller Company 2016 Master Incentive Plan: This option vests in three equal annual installments beginning on the date shown above. This option makes up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
8. 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. These performance stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
9. H.B. Fuller Company 2016 Master Incentive Plan: These performance stock units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan.
10. H.B. Fuller Company 2016 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on the date shown above. These restricted stock units make up part of the reporting person's fiscal year 2016 long-term incentive plan grant.
11. H.B. Fuller Company 2016 Master Incentive Plan: These restricte stock units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2016 Master Incentive Plan.
/s/ Timothy J. Keenan, Attorney-in-Fact 01/30/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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