Avery Dennison Corp — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2015-02-26

Reporting Person: Butier Mitchell R (President, COO and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Stock	M	4631	$54.26	Acquired	37057	Direct
2015-02-26	Common Stock	F	1741	$54.26	Disposed	35316	Direct
2015-02-26	Common Stock	M	4132	$54.26	Acquired	39448	Direct
2015-02-26	Common Stock	F	1634	$54.26	Disposed	37814	Direct
2015-02-26	Common Stock	M	16725	$54.26	Acquired	54539	Direct
2015-02-26	Common Stock	F	7323	$54.26	Disposed	47216	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-26	2013 Msu Award	$0	M	4631	Disposed	2017-03-01	Common Stock (4631)	Direct
2015-02-26	2014 Msu Award	$0	M	4132	Disposed	2018-02-27	Common Stock (4132)	Direct
2015-02-26	2012 PU Award	$0	M	16725	Disposed	2015-02-26	Common Stock (16725)	Direct
2015-02-26	2015 PU Award	$0	A	23348	Acquired	2018-02-26	Common Stock (23348)	Direct
2015-02-26	2015 MSU Award	$0	A	25144	Acquired	2019-02-26	Common Stock (25144)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (savings Plan)	3535.0875	Indirect

Footnotes

F1: Shares reflect the vesting of the second tranche of market leveraged stock units granted in February 2013 at 154% of target based on our absolute total shareholder return during 2013-2014, plus dividend equivalents accrued during the period.

F2: 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.

F3: 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.

F4: 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.

F5: 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.