SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RODRIGUEZ KARYN E

(Last)

(First)

(Middle)

150 NORTH ORANGE GROVE BLVD

(Street)

PASADENA

91103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVERY DENNISON CORPORATION [ AVY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Savings Plan								2,466.9975	I	Savings Plan
Common Stock	02/24/2011		M		132	A	$39.32	1,413	D
Common Stock	02/24/2011		M		98	A	$39.32	1,511	D
Common Stock	02/24/2011		M		736	A	$39.32	2,247	D
Common Stock	02/24/2011		M		694	A	$39.32	2,941	D
Common Stock	02/24/2011		F		610	D	$39.32	2,331	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2011 Stock Option	$39.32	02/24/2011		A		7,387		02/24/2012⁽¹⁾	02/24/2021	Common Stock	7,387	$0	7,387	D
2011 RSU Award	$0	02/24/2011		A		1,853		01/15/2012⁽²⁾	01/15/2015	Common Stock	1,853	$0	1,853	D
2011 PSU Award	$0	02/24/2011		A		2,471		02/27/2014⁽³⁾	02/27/2014	Common Stock	2,471	$0	2,471	D
2005 DER	$39.32⁽⁴⁾	02/24/2011		M			132	02/24/2011	04/28/2011	Common Stock	132	$0	0	D
2006 DER	$39.32⁽⁵⁾	02/24/2011		M			98	02/24/2011	04/28/2011	Common Stock	98	$0	0	D
2005 RSU award	$39.32⁽⁶⁾	02/24/2011		M			736	02/24/2011	04/28/2011	Common Stock	736	$0	0	D
2006 RSU award	$39.32⁽⁷⁾	02/24/2011		M			694	02/24/2011	04/28/2011	Common Stock	694	$0	0	D

Explanation of Responses:

1. Options are exercisable in cumulative installments of 25% on the first, second, third and fourth anniversary of the date of the grant.

2. The restricted stock units vest in four cumulative installments of 25% each year beginning on January 15, 2012.

3. Performance units vest, if at all, on February 27, 2014, provided certain Company performance objectives are met. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

4. Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on the common stock. Each dividend right represents the right to receive one share of common stock.

5. Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on the common stock. Each dividend right represents the right to receive one share of common stock.

6. Each restricted stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

7. Each restricted stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

	/s/ Barbara Bartoletti POA for Karyn E. Rodriguez	02/28/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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