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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Avery Dennison Corp [ AVY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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) | 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 | 3,789 | A | $107.29 | 15,675 | D | |||
| Common Stock | 02/28/2019 | F | 894 | D | $107.92 | 14,781 | D | |||
| Common Stock | 02/28/2019 | M | 3,080 | A | $107.92 | 17,861 | D | |||
| Common Stock | 02/28/2019 | F | 981 | D | $107.92 | 16,880 | D | |||
| Common Stock | 02/28/2019 | M | 1,899 | A | $107.92 | 18,779 | D | |||
| Common Stock | 02/28/2019 | F | 688 | D | $107.92 | 18,091 | D | |||
| Common Stock | 02/28/2019 | M | 14,390 | A | $107.92 | 32,481 | D | |||
| Common Stock | 02/28/2019 | F | 4,583 | D | $107.92 | 27,898 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 3,789(1) | 02/26/2016 | 02/28/2019 | Common Stock | 3,789 | $0 | 0 | D | ||||
| 2016 MSU Award | $0 | 02/28/2019 | M | 3,080(2) | 02/25/2017 | 02/25/2020 | Common Stock | 3,080 | $0 | 1,543 | D | ||||
| 2017 MSU Award | $0 | 02/28/2019 | M | 1,899(3) | 02/23/2018 | 02/23/2021 | Common Stock | 1,899 | $0 | 2,669 | D | ||||
| 2018 MSU Award | $0 | 02/28/2019 | M | 0(4) | 02/22/2019 | 02/22/2022 | Common Stock | 0 | $0 | 3,604 | D | ||||
| 2016 PU Award | $0 | 02/28/2019 | M | 14,390(5) | 02/25/2019 | 02/25/2019 | Common Stock | 14,390 | $0 | 0 | D | ||||
| 2019 MSU Award | $0 | 02/28/2019 | A | 4,160(6) | 02/28/2020 | 02/28/2023 | Common Stock | 4,160 | $0 | 4,160 | D | ||||
| 2019 PU Award | $0 | 02/28/2019 | A | 5,254(7) | 02/28/2022 | 02/28/2022 | Common Stock | 5,254 | $0 | 5,254 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. Shares reflect the vesting of performance units granted in February 2016 at 200% of target, 75% based on LGM's cumulative economic value added and 25% on our relative total stockholder return. |
| 6. 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. |
| 7. 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 Georges Gravanis | 03/04/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||