AbbVie Inc. — Director's Dealing 2018

Feb 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AbbVie Inc. (ABBV)
CIK: 0001551152
Period of Report: 2018-02-15

Reporting Person: GONZALEZ RICHARD A (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common stock, $0.01 par value	A	42649	—	Acquired	316486	Direct
2018-02-15	Common stock, $0.01 par value	A	45186	—	Acquired	361672	Direct
2018-02-15	Common stock, $0.01 par value	A	39111	—	Acquired	400783	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Option (right to buy)	$114.36	A	127610	Acquired	2028-02-14	Common Stock (127610)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.01 par value	4600	Indirect
Common stock, $0.01 par value	450	Indirect
Common stock, $0.01 par value	450	Indirect

Footnotes

F1: 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, 2018.

F2: Represents shares of AbbVie common stock issued under a performance share award granted to the reporting person on February 16, 2017. 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 AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2018.

F3: Represents shares of AbbVie common stock issued under a performance-vested restricted stock unit award granted to the reporting person on February 16, 2017. 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, 2018.

F4: The reporting person disclaims beneficial ownership of these securities.

F5: 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 42,537 on February 15, 2019, 42,536 on February 15, 2020, and 42,537 on February 15, 2021.