Statement of Changes in Beneficial Ownership (4)
February 26 2018 - 4:57PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Butier Mitchell R
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2. Issuer Name
and
Ticker or Trading Symbol
Avery Dennison Corp
[
AVY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
207 GOODE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2018
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(Street)
GLENDALE, CA 91203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/22/2018
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M
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8166
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A
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$117.84
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117759
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D
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Common Stock
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2/22/2018
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F
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2824
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D
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$117.84
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114935
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D
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Common Stock
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2/22/2018
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M
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13415
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A
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$117.84
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128350
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D
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Common Stock
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2/22/2018
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F
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6617
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D
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$117.84
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121733
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D
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Common Stock
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2/22/2018
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M
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15705
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A
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$117.84
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137438
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D
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Common Stock
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2/22/2018
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F
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7787
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D
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$117.84
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129651
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D
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Common Stock
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2/22/2018
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M
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12244
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A
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$117.84
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141895
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D
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Common Stock
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2/22/2018
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F
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6071
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D
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$117.84
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135824
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D
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Common Stock
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2/22/2018
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M
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46696
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A
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$117.84
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182520
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D
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Common Stock
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2/22/2018
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F
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23152
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D
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$117.84
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159368
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D
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Common Stock
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2/23/2018
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S
(1)
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7500
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D
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$118.57
(2)
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151868
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D
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Common Stock (Savings Plan)
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3743.9336
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I
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Savings Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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2014 MSU Award
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$0
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2/22/2018
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M
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8166
(3)
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2/26/2015
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2/27/2018
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Common Stock
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8166
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$0
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0
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D
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2015 MSU Award
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$0
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2/22/2018
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M
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13415
(4)
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2/26/2016
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2/26/2019
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Common Stock
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13415
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$0
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6286
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D
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2016 MSU Award
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$0
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2/22/2018
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M
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15705
(5)
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2/25/2017
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2/25/2020
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Common Stock
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15705
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$0
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15085
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D
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2017 MSU Award
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$0
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2/22/2018
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M
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12244
(6)
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2/23/2018
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2/23/2021
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Common Stock
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12244
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$0
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19181
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D
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2015 PU Award
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$0
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2/22/2018
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M
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46696
(7)
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2/26/2018
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2/26/2018
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Common Stock
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46696
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$0
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0
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D
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2018 MSU Award
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$0
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2/22/2018
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A
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22852
(8)
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2/22/2019
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2/22/2022
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Common Stock
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22852
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$0
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22852
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D
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2018 PU Award
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$0
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2/22/2018
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A
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23324
(9)
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2/22/2021
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2/22/2021
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Common Stock
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23324
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$0
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23324
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D
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Explanation of Responses:
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(1)
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Sale of shares to cover additional estimated tax consequences of vesting of LTI awards on 2/22/18.
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(2)
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This transaction was executed in multiple trades at prices ranging from $118.25 to $118.94. 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.
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(3)
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Shares reflect the vesting of the fourth tranche of market-leveraged stock units granted in February 2014 at 200% of target based on our absolute total stockholder return during 2014-2017, plus dividend equivalents accrued during the period.
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(4)
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Shares reflect the vesting of the third 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 2015-2017, plus dividend equivalents accrued during the period.
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(5)
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Shares reflect the vesting of the second 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 2016-2017, plus dividend equivalents accrued during the period.
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(6)
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Shares reflect the vesting of the first tranche of market-leveraged stock units granted in February 2017 at 188% of target based on our absolute total stockholder return in excess of 10% during 2017, plus dividend equivalents accrued during the period.
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(7)
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Shares reflect the vesting of performance units granted in February 2015 at 200% of target, 50% based on our cumulative economic value added and 50% on our relative total stockholder return.
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(8)
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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.
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(9)
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Performance units vest, if at all, at the end of fiscal year 2020, provided certain performance objectives are met as determined in February 2021. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Butier Mitchell R
207 GOODE AVENUE
GLENDALE, CA 91203
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X
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President and CEO
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Signatures
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/s/ Erica Perry POA for Mitchell R Butier
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2/26/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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