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*
Hill Anne

(Last) (First) (Middle)
207 GOODE AVENUE

(Street)
GLENDALE CA 91203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avery Dennison Corp [ AVY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
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)
Code V Amount (A) or (D) Price
Common Stock 02/28/2019 M 6,422 A $107.92 42,702 D
Common Stock 02/28/2019 F 3,197 D $107.92 39,505 D
Common Stock 02/28/2019 M 3,088 A $107.92 42,593 D
Common Stock 02/28/2019 F 1,532 D $107.92 41,061 D
Common Stock 02/28/2019 M 1,809 A $107.92 42,870 D
Common Stock 02/28/2019 F 897 D $107.92 41,973 D
Common Stock 02/28/2019 M 14,428 A $107.92 56,401 D
Common Stock 02/28/2019 F 7,154 D $107.92 49,247 D
Common Stock 02/28/2019(1) S 12,967 D $108.68(2) 36,280 D
Common Stock (Savings Plan) 2,799.4307 I Savings Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2015 MSU Award $0 02/28/2019 M 6,422(3) 02/26/2016 02/28/2019 Common Stock 6,422 $0 0 D
2016 MSU Award $0 02/28/2019 M 3,088(4) 02/25/2017 02/25/2020 Common Stock 3,088 $0 1,547 D
2017 MSU Award $0 02/28/2019 M 1,809(5) 02/23/2018 02/23/2021 Common Stock 1,809 $0 2,543 D
2018 MSU Award $0 02/28/2019 M 0(6) 02/22/2019 02/22/2022 Common Stock 0 $0 3,050 D
2016 PU Award $0 02/28/2019 M 14,428(7) 02/25/2019 02/25/2019 Common Stock 14,428 $0 0 D
2019 MSU Award $0 02/28/2019 A 3,525(8) 02/28/2020 02/28/2023 Common Stock 3,525 $0 3,525 D
2019 PU Award $0 02/28/2019 A 4,287(9) 02/28/2022 02/28/2022 Common Stock 4,287 $0 4,287 D
Explanation of Responses:
1. Transaction occurred pursuant to a Rule 10b5-1 Trading Plan established prior to the trade date.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
/s/ Vikas Arora POA for Anne Hill 03/04/2019
** Signature of Reporting Person Date
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