Avery Dennison Corp — Director's Dealing 2016

Feb 29, 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: BRAMMAN ANNE L (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-25	Common Stock	M	1763	$65.68	Acquired	1763	Direct
2016-02-25	Common Stock	F	655	$65.68	Disposed	1108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-25	2015 MSU Award	$0	M	1763	Disposed	2019-02-26	Common Stock (1763)	Direct
2016-02-25	2016 MSU Award	$0	A	7542	Acquired	2020-02-25	Common Stock (7542)	Direct
2016-02-25	2016 PU Award	$0	A	8790	Acquired	2019-02-25	Common Stock (8790)	Direct

Footnotes

F1: 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.

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 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.

F3: 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.