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: Butier Mitchell R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	M	6301	$80.21	Acquired	84351	Direct
2017-02-23	Common Stock	F	3288	$80.21	Disposed	81063	Direct
2017-02-23	Common Stock	M	6252	$80.21	Acquired	87315	Direct
2017-02-23	Common Stock	F	2349	$80.21	Disposed	84966	Direct
2017-02-23	Common Stock	M	10073	$80.21	Acquired	95039	Direct
2017-02-23	Common Stock	F	4369	$80.21	Disposed	90670	Direct
2017-02-23	Common Stock	M	9481	$80.21	Acquired	100151	Direct
2017-02-23	Common Stock	F	4948	$80.21	Disposed	95203	Direct
2017-02-23	Common Stock	M	31140	$80.21	Acquired	126343	Direct
2017-02-23	Common Stock	F	16250	$80.21	Disposed	110093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	2013 MSU Award	$0	M	6301	Disposed	2017-03-01	Common Stock (6301)	Direct
2017-02-23	2014 MSU Award	$0	M	6252	Disposed	2018-02-27	Common Stock (6252)	Direct
2017-02-23	2015 MSU Award	$0	M	10073	Disposed	2019-02-26	Common Stock (10073)	Direct
2017-02-23	2016 MSU Award	$0	M	9481	Disposed	2020-02-25	Common Stock (9481)	Direct
2017-02-23	2014 PU Award	$0	M	31140	Disposed	2017-02-27	Common Stock (31140)	Direct
2017-02-23	2017 MSU Award	$0	A	25574	Acquired	2021-02-23	Common Stock (25574)	Direct
2017-02-23	2017 PU Award	$0	A	29452	Acquired	2020-02-23	Common Stock (29452)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	3691.0042	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.

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.