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Avery Dennison Corp Director's Dealing 2015

Mar 2, 2015

30491_dirs_2015-03-02_ee0e530f-2b55-4899-bfc9-cdef67e525f2.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: 2015-02-26

Reporting Person: Miller Susan C (Senior VP, Gen Counsel & Secty)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-26 Common Stock M 2423 $54.26 Acquired 3796 Direct
2015-02-26 Common Stock F 911 $54.26 Disposed 2885 Direct
2015-02-26 Common Stock M 13502 $54.26 Acquired 16387 Direct
2015-02-26 Common Stock F 5075 $54.26 Disposed 11312 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-26 2014 Msu Award $0 M 2423 Disposed 2018-02-27 Common Stock (2423) Direct
2015-02-26 2012 PU Award $0 M 13502 Disposed 2015-02-26 Common Stock (13502) Direct
2015-02-26 2015 PU Award $0 A 9540 Acquired 2018-02-26 Common Stock (9540) Direct
2015-02-26 2015 MSU Award $0 A 10274 Acquired 2019-02-26 Common Stock (10274) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4928.4983 Indirect
Common Stock 3412 Indirect
Common Stock (savings Plan) 646.3625 Indirect

Footnotes

F1: Shares reflect the vesting of the first tranche of market leveraged stock units granted in February 2014 at 108% of target based on our absolute total shareholder return during 2014, plus dividend equivalents accrued during the period.

F2: Shares reflect the vesting of performance units granted in February 2012 at 107% of target based on our relative total shareholder return during 2012-2014.

F3: 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.

F4: 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.