Avery Dennison Corp — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2016-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-25	Common Stock	M	2875	$65.68	Acquired	4261	Direct
2016-02-25	Common Stock	F	1081	$65.68	Disposed	3180	Direct
2016-02-25	Common Stock	M	2869	$65.68	Acquired	6049	Direct
2016-02-25	Common Stock	F	1079	$65.68	Disposed	4970	Direct
2016-02-25	Common Stock	M	21946	$65.68	Acquired	26916	Direct
2016-02-25	Common Stock	F	10398	$65.68	Disposed	16518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-25	2014 MSU Award	$0	M	2875	Disposed	2018-02-27	Common Stock (2875)	Direct
2016-02-25	2015 MSU Award	$0	M	2869	Disposed	2019-02-26	Common Stock (2869)	Direct
2016-02-25	2013 PU Award	$0	M	21946	Disposed	2016-03-01	Common Stock (21946)	Direct
2016-02-25	2016 MSU Award	$0	A	6372	Acquired	2020-02-25	Common Stock (6372)	Direct
2016-02-25	2016 PU Award	$0	A	7426	Acquired	2019-02-25	Common Stock (7426)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16997	Indirect
Common Stock (Savings Plan)	661.3923	Indirect
Common Stock	0	Indirect

Footnotes

F1: Shares reflect the vesting of the second tranche of market leveraged stock units granted in February 2014 at 125% of target based on our absolute total shareholder return during 2014-2015, plus dividend equivalents accrued during the period.

F2: Shares reflect the vesting of the first tranche of market leveraged stock units granted in February 2015 at 109% of target based on our absolute total shareholder return in excess of 10% during 2015, plus dividend equivalents accrued during the period.

F3: ares reflect the vesting of performance units granted in February 2013 at 200% of target, 50% based on our cumulative economic value added and 50% on our relative total shareholder return performance objectives established for the award.

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 at each vesting date is 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.

F5: Performance units vest, if at all, at the end of fiscal year 2018, provided certain Company performance objectives are met as determined in February 2019. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.