AbbVie Inc. — Director's Dealing 2022

Feb 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AbbVie Inc. (ABBV)
CIK: 0001551152
Period of Report: 2022-02-17

Reporting Person: Stewart Jeffrey Ryan (EVP, Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-17	Common Stock, $0.01 par value	A	19209	—	Acquired	66313	Direct
2022-02-17	Common Stock, $0.01 par value	A	4176	—	Acquired	70489	Direct
2022-02-17	Common Stock, $0.01 par value	A	7486	—	Acquired	77975	Direct
2022-02-17	Common Stock, $0.01 par value	A	7710	—	Acquired	85685	Direct
2022-02-17	Common Stock, $0.01 par value	A	13837	—	Acquired	99522	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-17	Option (Right to Buy)	$144.54	A	37215	Acquired	2032-02-16	Common Stock (37215)	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 21, 2019. 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, 2022.

F2: 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, 2022.

F3: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 20, 2020. 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, 2022.

F4: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 18, 2021. 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, 2022.

F5: Represents shares of AbbVie common stock issued under a cliff vesting restricted stock unit award granted to the reporting person on February 17, 2022. The shares will vest in their entirety on the third anniversary of the grant date, subject to the reporting person's continued employment at AbbVie on such date.

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

F7: Employee stock option granted pursuant to the AbbVie Amended and Restated 2013 Incentive Stock Program in a transaction exempt from Section 16 under Rule 16b-3. The option becomes exercisable in annual increments of 12,405 on February 17, 2023, 12,405 on February 17, 2024, and 12,405 on February 17, 2025.