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: SCARBOROUGH DEAN A (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	M	25996	$80.21	Acquired	130038	Direct
2017-02-23	Common Stock	F	13565	$80.21	Disposed	116473	Direct
2017-02-23	Common Stock	M	19981	$80.21	Acquired	136454	Direct
2017-02-23	Common Stock	F	10427	$80.21	Disposed	126027	Direct
2017-02-23	Common Stock	M	20385	$80.21	Acquired	146412	Direct
2017-02-23	Common Stock	F	10637	$80.21	Disposed	135775	Direct
2017-02-23	Common Stock	M	5655	$80.21	Acquired	141430	Direct
2017-02-23	Common Stock	F	2951	$80.21	Disposed	138479	Direct
2017-02-23	Common Stock	M	99526	$80.21	Acquired	238005	Direct
2017-02-23	Common Stock	F	51933	$80.21	Disposed	186072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	2013 MSU Award	$0	M	25996	Disposed	2017-03-01	Common Stock (25996)	Direct
2017-02-23	2014 MSU Award	$0	M	19981	Disposed	2018-02-27	Common Stock (19981)	Direct
2017-02-23	2015 MSU Award	$0	M	20385	Disposed	2019-02-26	Common Stock (20385)	Direct
2017-02-23	2016 MSU Award	$0	M	5655	Disposed	2020-02-25	Common Stock (5655)	Direct
2017-02-23	2014 PU Award	$0	M	99526	Disposed	2017-02-27	Common Stock (99526)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20	Indirect
Common Stock	148	Indirect
Common Stock (Savings Plan)	42317.6953	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Units	$0	1988-08-08	Common Stock (3254.5915)	3254.5915	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 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.