AbbVie Inc. — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AbbVie Inc. (ABBV)
CIK: 0001551152
Period of Report: 2017-02-16

Reporting Person: CHASE WILLIAM J (EVP, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common stock, $0.01 par value	A	35440	—	Acquired	207810	Direct
2017-02-16	Common stock, $0.01 par value	A	15945	—	Acquired	223755	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Option (right to buy)	$61.36	A	100100	Acquired	2027-02-15	Common stock (100100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.01 par value	501	Indirect

Footnotes

F1: Represents shares of AbbVie common stock issued under a performance share award granted to the reporting person on February 18, 2016. The award is subject to performance-vesting restrictions based on adjusted earnings per share and relative total shareholder return measures. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of the AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2017.

F2: Represents shares of AbbVie common stock issued under a performance-vested restricted stock unit award granted to the reporting person on February 18, 2016. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2017.

F3: The reporting person disclaims beneficial ownership of all securities held by his spouse.

F4: Employee stock option granted pursuant to the AbbVie 2013 Incentive Stock Program in a transaction exempt from Section 16 under Rule 16b-3.The option becomes exercisable in annual increments of 33,367 on 02/16/2018, 33,366 on 02/16/2019, and 33,367 on 02/16/2020.