AbbVie Inc. — Director's Dealing 2023

Feb 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AbbVie Inc. (ABBV)
CIK: 0001551152
Period of Report: 2023-02-16

Reporting Person: Sorg Elaine K. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-16	Common Stock, $0.01 par value	A	29410	—	Acquired	47286	Direct
2023-02-16	Common Stock, $0.01 par value	A	6861	—	Acquired	54147	Direct
2023-02-16	Common Stock, $0.01 par value	A	4658	—	Acquired	58805	Direct
2023-02-16	Common Stock, $0.01 par value	A	3874	—	Acquired	62679	Direct
2023-02-21	Common Stock, $0.01 par value	M	15321	$105.92	Acquired	78000	Direct
2023-02-21	Common Stock, $0.01 par value	S	6901	$150.74	Disposed	71099	Direct
2023-02-21	Common Stock, $0.01 par value	S	8420	$151.29	Disposed	62679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-16	Option (Right to Buy)	$149.62	A	13166	Acquired	2033-02-15	Common Stock (13166)	Direct
2023-02-21	Option (Right to Buy)	$105.92	M	15321	Disposed	2031-02-17	Common Stock (15321)	Direct

Footnotes

F1: Represents shares of AbbVie common stock issued under a performance share award granted to the reporting person on February 20, 2020. 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, 2023.

F2: 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, 2023.

F3: 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, 2023.

F4: Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 17, 2022. 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, 2023.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.12 to $151.11, inclusive. The reporting person undertakes to provide AbbVie Inc., any security holder of AbbVie Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.12 to $151.53, inclusive. The reporting person undertakes to provide AbbVie Inc., any security holder of AbbVie Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 4,389 on February 16, 2024, 4,389 on February 16, 2025, and 4,388 on February 16, 2026.

F8: Employee stock option granted pursuant to the AbbVie 2013 Incentive Stock Program in a transaction exempt from Section 16 under Rule 16b-3.