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: SALEKI-GERHARDT AZITA (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-21	Common stock, $0.01 par value	A	9835	—	Acquired	103147	Direct
2019-02-21	Common stock, $0.01 par value	A	7080	—	Acquired	110227	Direct
2019-02-21	Common stock, $0.01 par value	A	7170	—	Acquired	117397	Direct
2019-02-21	Common stock, $0.01 par value	A	4281	—	Acquired	121678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-21	Option (Right to buy)	$79.02	A	34267	Acquired	2029-02-20	Common Stock (34267)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.01 par value	2027	Indirect
Common stock, $0.01 par value	3873	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 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.

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 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.

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 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.

F5: Balance in the AbbVie Savings Program as of February 21, 2019.

F6: The reporting person disclaims beneficial ownership of all securities held by her spouse.

F7: 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 11,423 on February 21, 2020, 11,422 on February 21, 2021, and 11,422 on February 21, 2022.