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Avery Dennison Corp Director's Dealing 2014

Mar 3, 2014

30491_dirs_2014-03-03_5ab385f3-9437-417e-95e8-b8a777f99da0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2014-02-23

Reporting Person: Miller Susan C (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-27 Common Stock M 3295 $49.245 Acquired 3295 Indirect
2014-02-27 Common Stock A 1503 $49.245 Acquired 4798 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-02-23 2011 PU Award $0 J 7587 Disposed 2014-02-27 Common Stock (7587) Direct
2014-02-27 2014 MSU Award $0 A 8739 Acquired 2018-02-27 Common Stock (8739) Direct
2014-02-27 2014 PU Award $0 A 9132 Acquired 2017-02-27 Common Stock (9132) Direct
2014-02-27 2013 MSU Award $49.245 M 3295 Disposed 2017-03-01 Common Stock (3295) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (Savings Plan) 380 Indirect
Common Stock (SHARE Plan) 1340 Indirect
Common Stock 9325 Indirect

Footnotes

F1: The performance objective established for this award was not achieved, resulting in the cancellation of the award.

F2: Market leveraged stock units vest 25% on each of the four anniversaries of the grant date using a conversion formula under which the number of shares earned is adjusted at each vesting date based on the percentage change in the Companys stock price plus dividend equivalents accrued during the vesting period. Each marked leveraged stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

F3: Performance units vest, if at all, on December 31, 2016, provided certain Company performance objectives are met as determined in February 2017. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

F4: Additional acquired shares reflect the vesting of the first tranche of market leveraged stock units granted in February 2013 at 142% of target based on our absolute total shareholder return during 2013, plus payment of accrued dividend equivalents.