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: Butier Mitchell R (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-27	Common Stock	M	16332	$117.73	Acquired	172648	Direct
2020-02-27	Common Stock	F	6839	$117.73	Disposed	165809	Direct
2020-02-27	Common Stock	M	13544	$117.73	Acquired	179353	Direct
2020-02-27	Common Stock	F	6716	$117.73	Disposed	172637	Direct
2020-02-27	Common Stock	M	6297	$117.73	Acquired	178934	Direct
2020-02-27	Common Stock	F	3123	$117.73	Disposed	175811	Direct
2020-02-27	Common Stock	M	7421	$117.73	Acquired	183232	Direct
2020-02-27	Common Stock	F	3680	$117.73	Disposed	179552	Direct
2020-02-27	Common Stock	M	58904	$117.73	Acquired	238456	Direct
2020-02-27	Common Stock	F	29206	$117.73	Disposed	209250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-27	2016 MSU Award	$0	M	16332	Disposed	2020-02-27	Common Stock (16332)	Direct
2020-02-27	2017 MSU Award	$0	M	13544	Disposed	2021-02-23	Common Stock (13544)	Direct
2020-02-27	2018 MSU Award	$0	M	6297	Disposed	2022-02-22	Common Stock (6297)	Direct
2020-02-27	2019 MSU Award	$0	M	7421	Disposed	2023-02-28	Common Stock (7421)	Direct
2020-02-27	2017 PU Award	$0	M	58904	Disposed	2020-02-27	Common Stock (58904)	Direct
2020-02-27	2020 MSU Award	$0	A	28546	Acquired	2024-02-27	Common Stock (28546)	Direct
2020-02-27	2020 PU Award	$0	A	24902	Acquired	2023-02-27	Common Stock (24902)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Savings Plan)	3887.4049	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.