Avery Dennison Corp — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2019-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	M	6422	$107.92	Acquired	42702	Direct
2019-02-28	Common Stock	F	3197	$107.92	Disposed	39505	Direct
2019-02-28	Common Stock	M	3088	$107.92	Acquired	42593	Direct
2019-02-28	Common Stock	F	1532	$107.92	Disposed	41061	Direct
2019-02-28	Common Stock	M	1809	$107.92	Acquired	42870	Direct
2019-02-28	Common Stock	F	897	$107.92	Disposed	41973	Direct
2019-02-28	Common Stock	M	14428	$107.92	Acquired	56401	Direct
2019-02-28	Common Stock	F	7154	$107.92	Disposed	49247	Direct
2019-02-28	Common Stock	S	12967	$108.68	Disposed	36280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	2015 MSU Award	$0	M	6422	Disposed	2019-02-28	Common Stock (6422)	Direct
2019-02-28	2016 MSU Award	$0	M	3088	Disposed	2020-02-25	Common Stock (3088)	Direct
2019-02-28	2017 MSU Award	$0	M	1809	Disposed	2021-02-23	Common Stock (1809)	Direct
2019-02-28	2018 MSU Award	$0	M	0	Disposed	2022-02-22	Common Stock (0)	Direct
2019-02-28	2016 PU Award	$0	M	14428	Disposed	2019-02-25	Common Stock (14428)	Direct
2019-02-28	2019 MSU Award	$0	A	3525	Acquired	2023-02-28	Common Stock (3525)	Direct
2019-02-28	2019 PU Award	$0	A	4287	Acquired	2022-02-28	Common Stock (4287)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	2799.4307	Indirect

Footnotes

F1: Transaction occurred pursuant to a Rule 10b5-1 Trading Plan established prior to the trade date.

F2: This transaction was executed in multiple trades at prices ranging from $108.15 to $108.88. 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 2015 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2015-2018 performance period, plus dividend equivalents accrued during the period.

F4: Shares reflect the vesting of the third tranche of market-leveraged stock units granted in February 2016 at 188% of target based on our absolute total stockholder return in excess of 10% during the 2016-2018 performance period, plus dividend equivalents accrued during the period.

F5: Shares reflect the vesting of the second tranche of market-leveraged stock units granted in February 2017 at 137% of target based on our absolute total stockholder return in excess of 10% during the 2017-2018 performance period, plus dividend equivalents accrued during the period.

F6: The first tranche of market-leveraged stock units granted in February 2018 were cancelled since the threshold level of performance was not achieved based on our absolute total stockholder return during the 2018 performance period.

F7: Shares reflect the vesting of performance units granted in February 2016 at 200% of target, 50% based on our company's 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 2021, provided certain performance objectives are met as determined by the Compensation Committee in February 2022. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.