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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-17	Common Stock, $0.01 par value	A	133889	—	Acquired	510486	Direct
2022-02-17	Common Stock, $0.01 par value	A	29106	—	Acquired	539592	Direct
2022-02-17	Common Stock, $0.01 par value	A	34937	—	Acquired	574529	Direct
2022-02-17	Common Stock, $0.01 par value	A	34146	—	Acquired	608675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-18	Option (Right To Buy)	$144.54	A	157618	Acquired	2032-02-16	Common Stock (157618)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	17615	Indirect
Common Stock, $0.01 par value	5900	Indirect
Common Stock, $0.01 par value	5900	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: The reporting person disclaims beneficial ownership of these securities.

F6: 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 52,540 on February 17, 2023, 52,539 on February 17, 2024, and 52,539 on February 17, 2025.