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Form 4 FULLER H B CO For: Jan 26 Filed by: JENSEN TRACI L

January 28, 2015 8:30 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 *
JENSEN TRACI L
(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)
Senior VP, Americas Adhesives
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2015
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 01/26/2015   F   682 (1) D $ 41.16 23,440.889 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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) $ 41               (4) 01/22/2025 Common Stock 22,789   22,789 D  
Employee Stock Option (Right-to-Buy) $ 48.92               (5) 01/23/2024 Common Stock 16,644   16,644 D  
Employee Stock Option (Right-to-Buy) $ 39.64               (6) 01/24/2023 Common Stock 18,712   18,712 D  
Employee Stock Option (Right-to-Buy) $ 28.4               (3) 01/26/2022 Common Stock 14,278   14,278 D  
Employee Stock Option (Right-to-Buy) $ 23.68               (3) 04/14/2020 Common Stock 6,223   6,223 D  
Restricted Stock Units $ 0 (7)               (8) 01/22/2018 Common Stock 5,820   5,820 D  
Restricted Stock Units $ 0 (7)               (9) 01/23/2017 Common Stock 3,317.54   3,317.54 (10) D  
Explanation of Responses:
1. Shares withheld for taxes due on 2,028 shares issues pursuant to the Amended and Restated Year 2000 Stock Incentive Plan.
2. Amended and Restated Year 2000 Stock Incentive Plan: 24,398 restricted shares were awarded pursuant to H.B. Fuller Company's Amended and Restated Year 2000 Stock Incentive Plan. This amount includes 1,760 restricted shares that vested effective January 21, 2012; 1,920 restricted shares that vested in three equal annual installments beginning on December 3, 2010; 2,580 restricted shares that vested in three equal annual installments beginning on April 14, 2011; 5,228 restricted shares that vested in three equal annual installments beginning January 20, 2012; 5,770 restricted shares that vested in three equal annual installments beginning January 26, 2013 and 7,140 shares that will vest in three equal annual installments beginning on January 24, 2014. Total amount also includes restricted shares acquired pursuant to a dividend accrual feature of the Amended and Restated Year 2000 Stock Incentive Plan.
3. Amended and Restated Year 2000 Stock Incentive Plan: This option is 100% vested.
4. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 22, 2016.
5. H.B. Fuller Company 2013 Master Incentive Plan: This option vests in three equal annual installments beginning on January 23, 2015.
6. Amended and Restated Year 2000 Stock Incentive Plan: This option vests in three equal annual installments beginning on January 24, 2014.
7. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units convert into shares of common stock on a 1-for-1 basis.
8. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 22, 2016.
9. H.B. Fuller Company 2013 Master Incentive Plan: These restricted stock units vest in three equal annual installments beginning on January 23, 2015.
10. H.B. Fuller Company 2013 Master Incentive Plan: These restricted units include stock units acquired pursuant to a dividend equivalent reinvestment feature of the H.B. Fuller Company 2013 Master Incentive Plan.
/s/ Timothy J. Keenan, Attorney-in-Fact 01/28/2015
** 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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