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Avery Dennison Corp Director's Dealing 2017

Feb 27, 2017

30491_dirs_2017-02-27_80c91270-2797-4afd-9820-52b34ebfee7d.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: 2017-02-23

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-23 Common Stock M 3667 $80.21 Acquired 10185 Direct
2017-02-23 Common Stock F 1914 $80.21 Disposed 8271 Direct
2017-02-23 Common Stock M 4115 $80.21 Acquired 12386 Direct
2017-02-23 Common Stock F 2148 $80.21 Disposed 10238 Direct
2017-02-23 Common Stock M 2002 $80.21 Acquired 12240 Direct
2017-02-23 Common Stock F 1045 $80.21 Disposed 11195 Direct
2017-02-23 Common Stock M 18264 $80.21 Acquired 29459 Direct
2017-02-23 Common Stock F 9532 $80.21 Disposed 19927 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-23 2014 MSU Award $0 M 3667 Disposed 2018-02-27 Common Stock (3667) Direct
2017-02-23 2015 MSU Award $0 M 4115 Disposed 2019-02-26 Common Stock (4115) Direct
2017-02-23 2016 MSU Award $0 M 2002 Disposed 2020-02-25 Common Stock (2002) Direct
2017-02-23 2014 PU Award $0 M 18264 Disposed 2017-02-27 Common Stock (18264) Direct
2017-02-23 2017 MSU Award $0 A 5236 Acquired 2021-02-23 Common Stock (5236) Direct
2017-02-23 2017 PU Award $0 A 6030 Acquired 2020-02-23 Common Stock (6030) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 24739.7058 Indirect
Common Stock (Savings Plan) 674.8322 Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.