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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-27	Common Stock	M	3352	$117.73	Acquired	21001	Direct
2020-02-27	Common Stock	F	1173	$117.73	Disposed	19828	Direct
2020-02-27	Common Stock	M	2693	$117.73	Acquired	22521	Direct
2020-02-27	Common Stock	F	932	$117.73	Disposed	21589	Direct
2020-02-27	Common Stock	M	1120	$117.73	Acquired	22709	Direct
2020-02-27	Common Stock	F	388	$117.73	Disposed	22321	Direct
2020-02-27	Common Stock	M	1321	$117.73	Acquired	23642	Direct
2020-02-27	Common Stock	F	472	$117.73	Disposed	23170	Direct
2020-02-27	Common Stock	M	11716	$117.73	Acquired	34886	Direct
2020-02-27	Common Stock	F	5810	$117.73	Disposed	29076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-27	2016 MSU Award	$0	M	3352	Disposed	2020-02-27	Common Stock (3352)	Direct
2020-02-27	2017 MSU Award	$0	M	2693	Disposed	2021-02-23	Common Stock (2693)	Direct
2020-02-27	2018 MSU Award	$0	M	1120	Disposed	2022-02-22	Common Stock (1120)	Direct
2020-02-27	2019 MSU Award	$0	M	1321	Disposed	2023-02-28	Common Stock (1321)	Direct
2020-02-27	2017 PU Award	$0	M	11716	Disposed	2020-02-27	Common Stock (11716)	Direct
2020-02-27	2020 MSU Award	$0	A	4011	Acquired	2024-02-27	Common Stock (4011)	Direct
2020-02-27	2020 PU Award	$0	A	3500	Acquired	2023-02-27	Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	2851.5093	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.