Avery Dennison (AVY) Form 3 Avery Dennison / GEORGES GRAVANIS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

GRAVANIS GEORGES

(Last) (First) (Middle)

207 GOODE AVE.

(Street)

GLENDALE CA 91203

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2015

3. Issuer Name and Ticker or Trading Symbol
Avery Dennison Corp [ AVY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Materials Group

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2012 RSU Award	01/15/2013	01/15/2016	Common Stock	1,267(1)	0	D
2013 MSU Award	02/27/2014	03/01/2017	Common Stock	2,663(2)	0	D
2013 PU Award	02/28/2016	02/28/2016	Common Stock	6,498(3)	0	D
2014 MSU Award	02/26/2015	02/27/2018	Common Stock	4,565(2)	0	D
2014 PU Award	02/27/2017	02/27/2017	Common Stock	6,360(4)	0	D
2015 MSU Award	02/26/2016	02/26/2019	Common Stock	6,958(2)	0	D
2015 PU Award	02/26/2018	02/26/2018	Common Stock	6,461(5)	0	D
Employee Stock Option (Right to Buy)	12/01/2009	12/01/2015	Common Stock	12,951(6)	59.47	D
Employee Stock Option (Right to Buy)	12/07/2010	12/07/2016	Common Stock	12,317(6)	67.8	D
Employee Stock Option (Right to Buy)	02/28/2012	02/28/2018	Common Stock	15,189(6)	52.12	D
Employee Stock Option (Right to Buy)	02/23/2013	02/23/2022	Common Stock	5,100(6)	30.5	D

Explanation of Responses:

1. The restricted stock units vest in four cumulative installments of 25% each year beginning on January 15, 2013. Each restricted stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

2. Market leveraged stock units vest 25% over one-, two-, three- and four-year performance periods using a conversion formula under which the number of shares earned is adjusted at each vesting date based on the percentage change in the Company's stock price plus dividend equivalents accrued during the vesting period. Each marked leveraged stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock, plus dividend equivalents.

3. Performance units vest, if at all, at the end of fiscal year 2015, provided certain Company performance objectives are met as determined in February 2016. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

4. Performance units vest, if at all, at the end of fiscal year 2016, provided certain Company performance objectives are met as determined in February 2017. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

5. Performance units vest, if at all, at the end of fiscal year 2017, provided certain Company performance objectives are met as determined in February 2018. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

6. The stock options vest 100% on the four-year anniversary of the grant date.

	/s/ Erica Perry POA for Georges Gravanis	05/01/2015
	** 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 5 (b)(v).
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