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Avery Dennison Corp Director's Dealing 2015

May 4, 2015

30491_dirs_2015-05-04_8568dbfd-bd47-4942-9218-ed5c03065522.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2015-05-01

Reporting Person: GRAVANIS GEORGES (President, Materials Group)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2012 RSU Award $0 2016-01-15 Common Stock (1267) Direct
2013 MSU Award $0 2017-03-01 Common Stock (2663) Direct
2013 PU Award $0 2016-02-28 Common Stock (6498) Direct
2014 MSU Award $0 2018-02-27 Common Stock (4565) Direct
2014 PU Award $0 2017-02-27 Common Stock (6360) Direct
2015 MSU Award $0 2019-02-26 Common Stock (6958) Direct
2015 PU Award $0 2018-02-26 Common Stock (6461) Direct
Employee Stock Option (Right to Buy) $59.47 2015-12-01 Common Stock (12951) Direct
Employee Stock Option (Right to Buy) $67.80 2016-12-07 Common Stock (12317) Direct
Employee Stock Option (Right to Buy) $52.12 2018-02-28 Common Stock (15189) Direct
Employee Stock Option (Right to Buy) $30.50 2022-02-23 Common Stock (5100) Direct

Footnotes

F1: The restricted stock units vest in four cumulative installments of 25% each year beginning on January 15, 2013. Each restricted stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

F2: Market leveraged stock units vest 25% over one-, two-, three- and four-year performance periods using a conversion formula under which the number of shares earned is adjusted at each vesting date based on the percentage change in the Company's 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, plus dividend equivalents.

F3: Performance units vest, if at all, at the end of fiscal year 2015, provided certain Company performance objectives are met as determined in February 2016. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

F4: Performance units vest, if at all, at the end of fiscal year 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.

F5: Performance units vest, if at all, at the end of fiscal year 2017, provided certain Company performance objectives are met as determined in February 2018. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

F6: The stock options vest 100% on the four-year anniversary of the grant date.