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Avery Dennison Corp Director's Dealing 2016

May 3, 2016

30491_dirs_2016-05-02_638b185c-073b-4d13-9113-b572db6e7dbc.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: 2016-04-29

Reporting Person: Sullivan Martha N. (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-04-29 Common Stock M 1015 $72.82 Acquired 4111 Direct
2016-04-29 Common Stock M 859 $72.82 Acquired 4970 Direct
2016-04-29 Common Stock M 746 $72.82 Acquired 5716 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-04-29 2013 Director RSU Award $0 M 1015 Disposed 2016-05-01 Common Stock (1015) Direct
2016-04-29 2014 Director RSU Award $0 M 859 Disposed 2017-05-01 Common Stock (859) Direct
2016-04-29 2015 Director RSU Award $0 M 746 Disposed 2018-05-01 Common Stock (746) Direct
2016-05-01 2016 Director RSU Award $0 A 1922 Acquired 2019-05-01 Common Stock (1922) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Common Stock Units - DDECP $0 1988-08-08 Common Stock (5983.2546) 5983.2546 Indirect

Footnotes

F1: Because the vesting date of the restricted stock units fell on a weekend, they vested on April 29, 2016, the last trading day prior to the vesting date.

F2: Shares reflect the vesting of the third tranche of restricted stock units granted on May 1, 2013.

F3: Shares reflect the vesting of the second tranche of restricted stock units granted on May 1, 2014.

F4: Shares reflect the vesting of the first tranche of restricted stock units granted on May 1, 2015.

F5: Because the grant date of the restricted stock units fell on a weekend, the grant date fair market value was based on April 29, 2016, the last trading day prior to the grant date.

F6: The restricted stock units vest in three cumulative installments on the first, second and third anniversaries of the date of grant. Each restricted stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.