AbbVie Inc. — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AbbVie Inc. (ABBV)
CIK: 0001551152
Period of Report: 2019-02-21

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
2019-02-21	Common stock, $0.01 par value	A	59246	—	Acquired	345449	Direct
2019-02-21	Common stock, $0.01 par value	A	42649	—	Acquired	388098	Direct
2019-02-21	Common stock, $0.01 par value	A	39109	—	Acquired	427207	Direct
2019-02-21	Common stock, $0.01 par value	A	23605	—	Acquired	450812	Direct
2019-01-09	Common stock, $0.01 par value	G	2964	—	Disposed	447848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-21	Option (right to buy)	$79.02	A	179127	Acquired	2029-02-20	Common Stock (179127)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.01 par value	6715	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 share 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, 2019.

F2: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit 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 AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2019.

F3: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit 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, 2019.

F4: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 15, 2018. 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, 2019.

F5: The reporting person disclaims beneficial ownership of these securities.

F6: 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 59,709 on February 21, 2020, 59,709 on February 21, 2021, and 59,709 on February 21, 2022.