SEC Form 4 · accession 0001127602-19-009412
Avery Dennison Corp · AVY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anne Hill
Officer — Sr. VP & Chief HR Officer
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 2:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008818
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 28, 2019 | M | 6,422 | $107.92 | A | 42,702 | D | |
| Common Stock | Feb 28, 2019 | F | 3,197 | $107.92 | D | 39,505 | D | |
| Common Stock | Feb 28, 2019 | M | 3,088 | $107.92 | A | 42,593 | D | |
| Common Stock | Feb 28, 2019 | F | 1,532 | $107.92 | D | 41,061 | D | |
| Common Stock | Feb 28, 2019 | M | 1,809 | $107.92 | A | 42,870 | D | |
| Common Stock | Feb 28, 2019 | F | 897 | $107.92 | D | 41,973 | D | |
| Common Stock | Feb 28, 2019 | M | 14,428 | $107.92 | A | 56,401 | D | |
| Common Stock | Feb 28, 2019 | F | 7,154 | $107.92 | D | 49,247 | D | |
| Common StockF1,F2 | Feb 28, 2019 | S | 12,967 | $108.68 | D | 36,280 | D | |
| Common Stock (Savings Plan) | holding | — | — | — | 2,799 | I | Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 MSU AwardF3 | $0.00 | Feb 28, 2019 | M | 6,422 | D | Feb 26, 2016 | Feb 28, 2019 | Common Stock | 6,422 | 0 | D |
| 2016 MSU AwardF4 | $0.00 | Feb 28, 2019 | M | 3,088 | D | Feb 25, 2017 | Feb 25, 2020 | Common Stock | 3,088 | 1,547 | D |
| 2017 MSU AwardF5 | $0.00 | Feb 28, 2019 | M | 1,809 | D | Feb 23, 2018 | Feb 23, 2021 | Common Stock | 1,809 | 2,543 | D |
| 2018 MSU AwardF6 | $0.00 | Feb 28, 2019 | M | 0 | D | Feb 22, 2019 | Feb 22, 2022 | Common Stock | 0 | 3,050 | D |
| 2016 PU AwardF7 | $0.00 | Feb 28, 2019 | M | 14,428 | D | Feb 25, 2019 | Feb 25, 2019 | Common Stock | 14,428 | 0 | D |
| 2019 MSU AwardF8 | $0.00 | Feb 28, 2019 | A | 3,525 | A | Feb 28, 2020 | Feb 28, 2023 | Common Stock | 3,525 | 3,525 | D |
| 2019 PU AwardF9 | $0.00 | Feb 28, 2019 | A | 4,287 | A | Feb 28, 2022 | Feb 28, 2022 | Common Stock | 4,287 | 4,287 | D |
Explanation of responses
- F1Transaction occurred pursuant to a Rule 10b5-1 Trading Plan established prior to the trade date.
- F2This 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.
- F3Shares 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.
- F4Shares 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.
- F5Shares 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.
- F6The 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.
- F7Shares 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.
- F8Market-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.
- F9Performance 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.