Avery Dennison Corp — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2017-02-23

Reporting Person: JOHANSEN MICHAEL (VP/GM, IHM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	M	2968	$80.21	Acquired	2968	Direct
2017-02-23	Common Stock	F	965	$80.21	Disposed	2003	Direct
2017-02-23	Common Stock	M	2192	$80.21	Acquired	4195	Direct
2017-02-23	Common Stock	F	716	$80.21	Disposed	3479	Direct
2017-02-23	Common Stock	M	2258	$80.21	Acquired	5737	Direct
2017-02-23	Common Stock	F	734	$80.21	Disposed	5003	Direct
2017-02-23	Common Stock	M	1422	$80.21	Acquired	6425	Direct
2017-02-23	Common Stock	F	463	$80.21	Disposed	5962	Direct
2017-02-23	Common Stock	M	2730	$80.21	Acquired	8692	Direct
2017-02-23	Common Stock	F	888	$80.21	Disposed	7804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	2013 MSU Award	$0	M	2968	Disposed	2017-02-23	Common Stock (2968)	Direct
2017-02-23	2014 MSU Award	$0	M	2192	Disposed	2018-02-22	Common Stock (2192)	Direct
2017-02-23	2015 MSU Award	$0	M	2258	Disposed	2019-02-28	Common Stock (2258)	Direct
2017-02-23	2016 MSU Award	$0	M	1422	Disposed	2020-02-27	Common Stock (1422)	Direct
2017-02-23	2014 PU Award	$0	M	2730	Disposed	2017-02-23	Common Stock (2730)	Direct
2017-02-23	2017 MSU Award	$0	A	4005	Acquired	2021-02-23	Common Stock (4005)	Direct
2017-02-23	2017 PU Award	$0	A	4612	Acquired	2020-02-23	Common Stock (4612)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	3820.4633	Indirect

Footnotes

F1: Shares reflect the vesting of the fourth tranche of market leveraged stock units granted in February 2013 at 200% of target based on our absolute total shareholder return during 2013-2016, plus dividend equivalents accrued during the period.

F2: Shares reflect the vesting of the third tranche of market leveraged stock units granted in February 2014 at 156% of target based on our absolute total shareholder return during 2014-2016, plus dividend equivalents accrued during the period.

F3: Shares reflect the vesting of the second tranche of market leveraged stock units granted in February 2015 at 153% of target based on our absolute total shareholder return in excess of 10% during 2015-2016, plus dividend equivalents accrued during the period.

F4: Shares reflect the vesting of the first tranche of market leveraged stock units granted in February 2016 at 123% of target based on our absolute total shareholder return in excess of 10% during 2016, plus dividend equivalents accrued during the period.

F5: Shares reflect the vesting of performance units granted in February 2014 at 50% of target, 75% based on our cumulative economic value added of his business group at that time and 25% on our our relative total shareholder return performance objectives established for the award.

F6: 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 Company's absolute total shareholder return, 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.

F7: Performance units vest, if at all, at the end of fiscal year 2019, provided certain Company performance objectives are met as determined in February 2020.? Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.