Avery Dennison Corp — Director's Dealing 2018

Feb 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2018-02-22

Reporting Person: Butier Mitchell R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	M	8166	$117.84	Acquired	117759	Direct
2018-02-22	Common Stock	F	2824	$117.84	Disposed	114935	Direct
2018-02-22	Common Stock	M	13415	$117.84	Acquired	128350	Direct
2018-02-22	Common Stock	F	6617	$117.84	Disposed	121733	Direct
2018-02-22	Common Stock	M	15705	$117.84	Acquired	137438	Direct
2018-02-22	Common Stock	F	7787	$117.84	Disposed	129651	Direct
2018-02-22	Common Stock	M	12244	$117.84	Acquired	141895	Direct
2018-02-22	Common Stock	F	6071	$117.84	Disposed	135824	Direct
2018-02-22	Common Stock	M	46696	$117.84	Acquired	182520	Direct
2018-02-22	Common Stock	F	23152	$117.84	Disposed	159368	Direct
2018-02-23	Common Stock	S	7500	$118.57	Disposed	151868	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	2014 MSU Award	$0	M	8166	Disposed	2018-02-27	Common Stock (8166)	Direct
2018-02-22	2015 MSU Award	$0	M	13415	Disposed	2019-02-26	Common Stock (13415)	Direct
2018-02-22	2016 MSU Award	$0	M	15705	Disposed	2020-02-25	Common Stock (15705)	Direct
2018-02-22	2017 MSU Award	$0	M	12244	Disposed	2021-02-23	Common Stock (12244)	Direct
2018-02-22	2015 PU Award	$0	M	46696	Disposed	2018-02-26	Common Stock (46696)	Direct
2018-02-22	2018 MSU Award	$0	A	22852	Acquired	2022-02-22	Common Stock (22852)	Direct
2018-02-22	2018 PU Award	$0	A	23324	Acquired	2021-02-22	Common Stock (23324)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	3743.9336	Indirect

Footnotes

F1: Sale of shares to cover additional estimated tax consequences of vesting of LTI awards on 2/22/18.

F2: This transaction was executed in multiple trades at prices ranging from $118.25 to $118.94. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares reflect the vesting of the fourth tranche of market-leveraged stock units granted in February 2014 at 200% of target based on our absolute total stockholder return during 2014-2017, plus dividend equivalents accrued during the period.

F4: Shares reflect the vesting of the third tranche of market-leveraged stock units granted in February 2015 at 200% of target based on our absolute total stockholder return in excess of 10% during 2015-2017, plus dividend equivalents accrued during the period.

F5: Shares reflect the vesting of the second tranche of market-leveraged stock units granted in February 2016 at 200% of target based on our absolute total stockholder return in excess of 10% during 2016-2017, plus dividend equivalents accrued during the period.

F6: Shares reflect the vesting of the first tranche of market-leveraged stock units granted in February 2017 at 188% of target based on our absolute total stockholder return in excess of 10% during 2017, plus dividend equivalents accrued during the period.

F7: Shares reflect the vesting of performance units granted in February 2015 at 200% of target, 50% based on our cumulative economic value added and 50% on our relative total stockholder return.

F8: Market-leveraged stock units vest 25% over one-, two-, three- and four-year performance periods, with the number of shares paid on each vesting date based on the percentage change in the Company's stock price, plus dividend equivalents accrued during the vesting period. Each market-leveraged stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock, plus dividend equivalents.

F9: Performance units vest, if at all, at the end of fiscal year 2020, provided certain performance objectives are met as determined in February 2021. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.