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: Hill Anne (Sr. VP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	M	5583	$117.84	Acquired	41863	Direct
2018-02-22	Common Stock	F	1940	$117.84	Disposed	39923	Direct
2018-02-22	Common Stock	M	6291	$117.84	Acquired	46214	Direct
2018-02-22	Common Stock	F	2697	$117.84	Disposed	43517	Direct
2018-02-22	Common Stock	M	3221	$117.84	Acquired	46738	Direct
2018-02-22	Common Stock	F	1597	$117.84	Disposed	45151	Direct
2018-02-22	Common Stock	M	2434	$117.84	Acquired	47575	Direct
2018-02-22	Common Stock	F	1207	$117.84	Disposed	46368	Direct
2018-02-22	Common Stock	M	21908	$117.84	Acquired	68276	Direct
2018-02-22	Common Stock	F	10862	$117.84	Disposed	57414	Direct
2018-02-23	Common Stock	S	21134	$118.07	Disposed	36280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	2014 MSU Award	$0	M	5583	Disposed	2018-02-27	Common Stock (5583)	Direct
2018-02-22	2015 MSU Award	$0	M	6291	Disposed	2019-02-26	Common Stock (6291)	Direct
2018-02-22	2016 MSU Award	$0	M	3221	Disposed	2020-02-25	Common Stock (3221)	Direct
2018-02-22	2017 MSU Award	$0	M	2434	Disposed	2021-02-23	Common Stock (2434)	Direct
2018-02-22	2015 PU Award	$0	M	21908	Disposed	2018-02-26	Common Stock (21908)	Direct
2018-02-22	2018 MSU Award	$0	A	4067	Acquired	2022-02-22	Common Stock (4067)	Direct
2018-02-22	2018 PU Award	$0	A	4150	Acquired	2021-02-22	Common Stock (4150)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	2743.2752	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $117.68 to $119.12. 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.