Statement of Changes in Beneficial Ownership (4)
October 22 2018 - 11:42AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Cai Zhiwei
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2. Issuer Name
and
Ticker or Trading Symbol
FULLER H B CO
[
FUL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Sr. VP, Engineering Adhesives
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(Last)
(First)
(Middle)
1200 WILLOW LAKE BOULEVARD, P.O. BOX 64683
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/19/2018
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(Street)
ST. PAUL, MN 55164-0683
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8122.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Units
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$0.0000
(1)
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10/19/2018
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A
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5.7100
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(2)
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(2)
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Common Stock
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5.7100
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$45.0500
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1432.7600
(3)
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D
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Employee Stock Option (Right-to-Buy)
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$33.3800
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1/19/2017
(4)
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1/19/2026
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Common Stock
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9546.0000
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9546.0000
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D
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Employee Stock Option (Right-to-Buy)
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$36.0000
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2/12/2017
(4)
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2/12/2026
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Common Stock
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6649.0000
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6649.0000
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D
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Employee Stock Option (Right-to-Buy)
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$39.3300
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10/1/2015
(5)
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10/1/2024
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Common Stock
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1669.0000
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1669.0000
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D
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Employee Stock Option (Right-to-Buy)
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$39.6400
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1/24/2014
(5)
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1/24/2023
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Common Stock
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2806.0000
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2806.0000
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D
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Employee Stock Option (Right-to-Buy)
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$41.0000
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1/22/2016
(5)
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1/22/2025
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Common Stock
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7292.0000
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7292.0000
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D
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Employee Stock Option (Right-to-Buy)
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$41.8000
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2/2/2018
(6)
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2/2/2025
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Common Stock
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27726.0000
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27726.0000
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D
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Employee Stock Option (Right-to-Buy)
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$48.9200
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1/23/2015
(5)
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1/23/2024
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Common Stock
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2746.0000
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2746.0000
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D
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Employee Stock Option (Right-to-Buy)
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$50.1000
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1/26/2018
(4)
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1/26/2027
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Common Stock
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13033.0000
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13033.0000
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D
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Employee Stock Option (Right-to-Buy)
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$53.5700
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1/25/2019
(4)
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1/25/2028
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Common Stock
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16375.0000
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16375.0000
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D
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Performance Stock Option (Right-to-Buy)
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$57.7000
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1/31/2021
(7)
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10/20/2027
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Common Stock
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62552.0000
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62552.0000
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D
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Performance Stock Units
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$0.0000
(8)
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1/19/2017
(9)
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1/19/2019
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Common Stock
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382.6300
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382.6300
(10)
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D
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Performance Stock Units
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$0.0000
(8)
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1/25/2019
(11)
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1/25/2021
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Common Stock
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1745.0300
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1745.0300
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D
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Performance Stock Units
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$0.0000
(8)
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1/26/2018
(9)
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1/26/2020
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Common Stock
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955.0300
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955.0300
(10)
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D
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Performance Stock Units
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$0.0000
(8)
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2/12/2017
(9)
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2/12/2019
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Common Stock
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268.5700
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268.5700
(10)
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D
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Restricted Stock Units
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$0.0000
(12)
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1/19/2017
(13)
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1/19/2019
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Common Stock
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384.6200
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384.6200
(14)
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D
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Restricted Stock Units
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$0.0000
(12)
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1/25/2019
(13)
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1/25/2021
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Common Stock
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1734.6700
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1734.6700
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D
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Restricted Stock Units
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$0.0000
(12)
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1/26/2018
(13)
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1/26/2020
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Common Stock
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2426.0700
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2426.0700
(14)
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D
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Restricted Stock Units
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$0.0000
(12)
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2/12/2017
(13)
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2/12/2019
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Common Stock
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359.6800
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359.6800
(14)
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D
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Restricted Stock Units
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$0.0000
(12)
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2/12/2018
(13)
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2/12/2020
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Common Stock
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15834.0000
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15834.0000
(14)
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D
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Explanation of Responses:
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(1)
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These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
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(2)
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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.
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(3)
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Amount includes stock units acquired pursuant to a dividend equivalent feature.
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(4)
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This option vests in three equal annual installments beginning on the date shown.
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(5)
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This option is 100% vested.
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(6)
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This option vests in two equal annual installments beginning on the date shown upon the achievement of certain gross margin targets being met.
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(7)
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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.
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(8)
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These performance stock units convert into shares of common stock on a 1-for-1 basis.
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(9)
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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.
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(10)
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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.
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(11)
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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.
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(12)
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These restricted stock units convert into shares of common stock on a 1-for-1 basis.
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(13)
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These restricted stock units vest in three equal annual installments beginning on the date shown.
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(14)
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Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cai Zhiwei
1200 WILLOW LAKE BOULEVARD
P.O. BOX 64683
ST. PAUL, MN 55164-0683
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Sr. VP, Engineering Adhesives
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Signatures
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/s/ Debra L. Hovland, Attorney-in-Fact
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10/22/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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