Avery Dennison Corp — Director's Dealing 2020

Mar 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avery Dennison Corp (AVY)
CIK: 0000008818
Period of Report: 2020-02-27

Reporting Person: Miller Susan C (Senior VP, Gen Counsel & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-27	Common Stock	M	3449	$117.73	Acquired	3449	Direct
2020-02-27	Common Stock	F	1203	$117.73	Disposed	2246	Direct
2020-02-27	Common Stock	M	2773	$117.73	Acquired	5019	Direct
2020-02-27	Common Stock	F	959	$117.73	Disposed	4060	Direct
2020-02-27	Common Stock	M	1153	$117.73	Acquired	5213	Direct
2020-02-27	Common Stock	F	399	$117.73	Disposed	4814	Direct
2020-02-27	Common Stock	M	1400	$117.73	Acquired	6214	Direct
2020-02-27	Common Stock	F	542	$117.73	Disposed	5672	Direct
2020-02-27	Common Stock	M	12060	$117.73	Acquired	17732	Direct
2020-02-27	Common Stock	F	5980	$117.73	Disposed	11752	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-27	2016 MSU Award	$0	M	3449	Disposed	2020-02-27	Common Stock (3449)	Direct
2020-02-27	2017 MSU Award	$0	M	2773	Disposed	2021-02-23	Common Stock (2773)	Direct
2020-02-27	2018 MSU Award	$0	M	1153	Disposed	2022-02-22	Common Stock (1153)	Direct
2020-02-27	2019 MSU Award	$0	M	1400	Disposed	2023-02-28	Common Stock (1400)	Direct
2020-02-27	2017 PU Award	$0	M	12060	Disposed	2020-02-27	Common Stock (12060)	Direct
2020-02-27	2020 MSU Award	$0	A	4253	Acquired	2024-02-27	Common Stock (4253)	Direct
2020-02-27	2020 PU Award	$0	A	3710	Acquired	2023-02-27	Common Stock (3710)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3623.2092	Indirect
Common Stock	13409	Indirect
Common Stock (Savings Plan)	711.2276	Indirect

Footnotes

F1: Shares reflect the vesting of the fourth 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 the 2016-2019 performance period, plus dividend equivalents accrued during the period.

F2: Shares reflect the vesting of the third tranche of market-leveraged stock units granted in February 2017 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2017-2019 performance period, plus dividend equivalents accrued during the period.

F3: Shares reflect the vesting of the second tranche of market-leveraged stock units granted in February 2018 at 106% of target based on our absolute total stockholder return in excess of 10% during the 2018-2019 performance period, plus dividend equivalents accrued during the period.

F4: Shares reflect the vesting of the first tranche of market-leveraged stock units granted in February 2019 at 147% of target based on our absolute total stockholder return in excess of 10% during the 2019 performance period, plus dividend equivalents accrued during the period.

F5: Shares reflect the vesting of performance units granted in February 2017 at 200% of target, based 50% on our cumulative economic value added and 50% on our relative total stockholder return.

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 Company's absolute total stockholder return, 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 2022, provided the designated performance objectives are met as determined by the Compensation Committee in February 2023. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.