Freyman Thomas C Form 4/A AbbVie / THOMAS C FREYMAN ownership change

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^*

FREYMAN THOMAS C

(Last) (First) (Middle)

1 N. WAUKEGAN ROAD

(Street)

NORTH CHICAGO IL 60064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AbbVie Inc. [ ABBV ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/12/2020

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, $0.01 par value	05/08/2020		A		2,583	A	(1)	117,342	D
Common Stock, $0.01 par value	05/08/2020		A		2,333	A	(2)	119,675	D
Common Stock, $0.01 par value								4,000(3)	I	By spouse in trust
Common Stock, $0.01 par value								1,941(4)	I	By spouse as trustee for son
Common Stock, $0.01 par value								1,941(4)	I	By spouse as trustee for son

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

Explanation of Responses:

1. Received in exchange for 2,983 shares of Allergan plc common stock in connection with its acquisition by AbbVie Inc. Allergan shareholders received 0.8660 AbbVie shares for each Allergan share (based on the closing price of AbbVie's common stock of $84.22 on May 7, 2020).

2. These are restricted stock units awarded under the AbbVie 2013 Incentive Stock Program (the "Program"). They will be paid, on a one-to-one basis, in shares of AbbVie common stock on the earlier of the date of the director's separation from service, death, or the occurrence of a change in control (as defined in the Program).

3. The reporting person's spouse is the trustee of the trust. The trust is revocable by his spouse. The reporting person disclaims beneficial ownership of these securities.

4. Shares are held in an irrevocable trust for the benefit of the reporting person's son. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities.

Remarks:

The purpose of this amendment is to include the shares held in trust for the benefit of the reporting person's sons.

	Steven L. Scrogham, attorney-in-fact for Thomas C. Freyman	05/22/2020
	** 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).
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