AbbVie Inc. — Director's Dealing 2020

Feb 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AbbVie Inc. (ABBV)
CIK: 0001551152
Period of Report: 2020-02-20

Reporting Person: Stewart Jeffrey Ryan (SVP, US Commercial Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock, $0.01 par value	A	10840	—	Acquired	74431	Direct
2020-02-20	Common Stock, $0.01 par value	A	3910	—	Acquired	78341	Direct
2020-02-20	Common Stock, $0.01 par value	A	2970	—	Acquired	81311	Direct
2020-02-20	Common Stock, $0.01 par value	A	4176	—	Acquired	85487	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Option (right to buy)	$93.50	A	49099	Acquired	2030-02-19	Common Stock (49099)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	1338	Indirect

Footnotes

F1: 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 earnings per share and relative total shareholder return. 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, 2020.

F2: 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, 2020.

F3: 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, 2020.

F4: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 21, 2019. 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, 2020.

F5: The reporting person disclaims beneficial ownership of all securities held by his spouse.

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 16,367 on February 20, 2021, 16,366 on February 20, 2022, and 16,366 on February 20, 2023.