AbbVie Inc. — Regulatory Filings 2016

May 11, 2016

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.

The reader should not assume that the information is accurate and complete.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION	Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities			OMB APPROVAL OMB 3235-0076 Number: Estimated average burden hours per 4.00 response:
1. Issuer's Identity
CIK (Filer ID Number)	Previous Names	Non X e			Entity Type
0001551152				X	Corporation
Name of Issuer					Limited Partnership
AbbVie Inc.					Limited Liability Company
Jurisdiction of Incorporation/Organization					General Partnership
DELAWARE					Business Trust
Year of Incorporation/Organization					Other (Specify)
Over Five Years Ago
X	Within Last Five Years (Specify Year) 2012
Yet to Be Formed
2. Principal Place of Business and Contact Information Name of Issuer
AbbVie Inc.
Street Address 1				Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode		Phone Number of Issuer
North Chicago 3. Related Persons	ILLINOIS	60064-6400		847-932-7900
Last Name		First Name		Middle Name
Gonzalez	Richard		A.
Street Address 1		Street Address 2
1 North Waukegan Road
City		State/Province/Country		ZIP/PostalCode
North Chicago Executive	ILLINOIS		60064-6400
X Relationship: Officer	X Director	Promoter
Clarification of Response (if Necessary):
Last Name		First Name		Middle Name
Alpern	Robert		J.
Street Address 1 1 North Waukegan Road		Street Address 2
City		State/Province/Country		ZIP/PostalCode
North Chicago	ILLINOIS		60064-6400
Relationship:	Executive X Director Officer		Promoter
Clarification of Response (if Necessary):

Austin	Roxanne	S.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Relationship:	Executive X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Burnside	William	H.L.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Relationship:	Executive X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Liddy	Edward	M.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Relationship:	Executive X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Hart	Brett	J.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Relationship:	Executive X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name Rapp	First Name Edward	Middle Name J.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
	Executive
Relationship:	X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Tilton	Glenn	F.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400

Relationship:	Executive X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Waddell	Frederick	H.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Relationship:	Executive X Director Officer	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Schumacher	Laura	J.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Executive Relationship: X Officer	Director	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Chase	William	J.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Executive Relationship: X Officer	Director	Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Severino	Michael	E.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Executive X Relationship:	Director	Promoter
Officer Clarification of Response (if Necessary):
Last Name Alban	First Name Carlos	Middle Name
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country	ZIP/PostalCode
North Chicago	ILLINOIS	60064-6400
Executive X Relationship:	Director	Promoter
Officer Clarification of Response (if Necessary):
Last Name	First Name	Middle Name

Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country			ZIP/PostalCode
North Chicago	ILLINOIS		60064-6400
Executive X Relationship: Officer	Director		Promoter
Clarification of Response (if Necessary):
Last Name	First Name			Middle Name
Richmond	Timothy		J.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country			ZIP/PostalCode
North Chicago	ILLINOIS		60064-6400
Executive Relationship: X Officer	Director		Promoter
Clarification of Response (if Necessary):
Last Name	First Name			Middle Name
Saleki-Gerhardt	Azita
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country			ZIP/PostalCode
North Chicago	ILLINOIS		60064-6400
Executive Relationship: X Officer	Director		Promoter
Clarification of Response (if Necessary):
Last Name	First Name			Middle Name
Hurwich	Thomas		A.
Street Address 1	Street Address 2
1 North Waukegan Road
City	State/Province/Country			ZIP/PostalCode
North Chicago	ILLINOIS		60064-6400
Executive Relationship: X Officer	Director		Promoter
Clarification of Response (if Necessary):
4. Industry Group
Agriculture		Health Care		Retailing
Banking & Financial Services			Biotechnology	Restaurants
Commercial Banking Insurance			Health	Technology
Investing			Insurance		Computers
Investment Banking			Hospitals & Physicians		Telecommunications
Pooled Investment Fund
					Other
		X Pharmaceutical			Technology
		s		Travel
			Other Health		Airlines & Airports
			Care		Lodging &
Is the issuer registered as		Manufacturing			Conventions
an investment company under		Real Estate			Tourism &
the Investment Company			Commercial Construction		Travel Services

		Yes	No	REITS		Other
		Other Banking &		&		Travel
		Financial Services		Finance	Other
			Business Services	Residential
		Energy		Other
			Coal Mining	Real Estate
			Electric Utilities
			Energy Conservation
			Environmental Services
			Oil & Gas
			Other Energy
5. Issuer Size
	Revenue Range	OR	Aggregate Net Asset Value Range
	No Revenues		No Aggregate Net Asset Value
	\$1 - \$1,000,000		\$1 - \$5,000,000
	\$1,000,001 - \$5,000,000		\$5,000,001 - \$25,000,000
	\$5,000,001 - \$25,000,000		\$25,000,001 - \$50,000,000
	\$25,000,001 - \$100,000,000		\$50,000,001 - \$100,000,000
X	Over \$100,000,000		Over \$100,000,000
	Decline to Disclose		Decline to Disclose
	Not Applicable		Not Applicable
			6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
		Rule 504(b)(1) (not (i), (ii) or (iii))
				Rule 504 (b)(1)(i)
				Rule 504 (b)(1)(ii)

Rule 504 (b)(1)(iii) Rule 505 X Rule 506(b) Rule 506(c) Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

		Section 3(c)(1)			Section 3(c)(9)
		Section 3(c)(2)			Section 3(c)(10)
		Section 3(c)(3)			Section 3(c)(11)
		Section 3(c)(4)			Section 3(c)(12)
		Section 3(c)(5)			Section 3(c)(13)
		Section 3(c)(6)			Section 3(c)(14)
	Section
	3(c)(7)
7. Type of Filing					First Sale Yet to
X	New Notice	Date of First Sale2016-04-25			Occur
	Amendment
	8. Duration of Offering
	Does the Issuer intend this
year?	offering to last more than one				Yes X No
		9. Type(s) of Securities Offered (select all that apply)
X	Equity							Pooled Investment Fund Interests
	Debt							Tenant-in-Common Securities
		Option, Warrant or Other Right to Acquire Another Security					Mineral Property Securities
	Right to Acquire Security	Security to be Acquired Upon Exercise of Option, Warrant or Other					Other (describe)
10. Business	Combination Transaction
		Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?		X Yes		No
		Clarification of Response (if Necessary): This offering is made in connection with			the acqusition of Stemcentrx, Inc.
	11. Minimum Investment
	12. Sales Compensation	Minimum investment accepted from any outside investor	\$0USD
Recipient				Recipient CRD	X None
				Number
Dealer	(Associated) Broker or	X None		Number	(Associated) Broker or Dealer	CRD	X None
		Street Address 1			Street Address 2
City				State/Province/Country				ZIP/Postal Code
	State(s) of Solicitation (select all that apply)
individual States	Check "All States" or check		All States		Foreign/non-US
13. Offering and	Sales Amounts
	Total Offering Amount	\$3,800,000,000USD	or	Indefinite
Total Amount Sold		\$3,800,000,000USD
Total Remaining to be Sold		\$0USD	or	Indefinite

Clarification of Response (if Necessary): AbbVie Inc. will issue 62.5 million shares of AbbVie common stock in the transaction. The total offering amount is calculated based on a fixed value of \$60.664 per share.

1. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	\$0USD	Estimate
Finders' Fees	\$0USD	Estimate

Clarification of Response (if Necessary):

1. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

\$0USD Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• . Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
• . Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
• . Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
AbbVie Inc.	/s/ William J. Chase	William J. Chase	EVP, Chief Financial Officer	2016-05-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

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