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: JOHANSEN MICHAEL (VP/GM, IHM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	M	2865	$117.84	Acquired	10669	Direct
2018-02-22	Common Stock	F	858	$117.84	Disposed	9811	Direct
2018-02-22	Common Stock	M	3007	$117.84	Acquired	12818	Direct
2018-02-22	Common Stock	F	886	$117.84	Disposed	11932	Direct
2018-02-22	Common Stock	M	2355	$117.84	Acquired	14287	Direct
2018-02-22	Common Stock	F	694	$117.84	Disposed	13593	Direct
2018-02-22	Common Stock	M	1917	$117.84	Acquired	15510	Direct
2018-02-22	Common Stock	F	824	$117.84	Disposed	14686	Direct
2018-02-22	Common Stock	M	5013	$117.84	Acquired	19699	Direct
2018-02-22	Common Stock	F	2229	$117.84	Disposed	17470	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	2014 MSU Award	$0	M	2865	Disposed	2018-02-22	Common Stock (2865)	Direct
2018-02-22	2015 MSU Award	$0	M	3007	Disposed	2019-02-28	Common Stock (3007)	Direct
2018-02-22	2016 MSU Award	$0	M	2355	Disposed	2020-02-27	Common Stock (2355)	Direct
2018-02-22	2017 MSU Award	$0	M	1917	Disposed	2021-02-23	Common Stock (1917)	Direct
2018-02-22	2015 PU Award	$0	M	5013	Disposed	2018-02-22	Common Stock (5013)	Direct
2018-02-22	2018 MSU Award	$0	A	3295	Acquired	2022-02-22	Common Stock (3295)	Direct
2018-02-22	2018 PU Award	$0	A	3363	Acquired	2021-02-22	Common Stock (3363)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	3875.7637	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: Shares reflect the vesting of performance units granted in February 2015 at 200% of target, 75% based on the cumulative economic value added of his business and 25% on our relative total stockholder return established for the award.

F6: 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.

F7: 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.