Avery Dennison (AVY) Form 4 Avery Dennison / DEAN A SCARBOROUGH 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^*

SCARBOROUGH DEAN A

(Last) (First) (Middle)

207 GOODE AVENUE

(Street)

GLENDALE CA 91203

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

4. 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 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	02/23/2017		M		25,996	A	$80.21	130,038	D
Common Stock	02/23/2017		F		13,565	D	$80.21	116,473	D
Common Stock	02/23/2017		M		19,981	A	$80.21	136,454	D
Common Stock	02/23/2017		F		10,427	D	$80.21	126,027	D
Common Stock	02/23/2017		M		20,385	A	$80.21	146,412	D
Common Stock	02/23/2017		F		10,637	D	$80.21	135,775	D
Common Stock	02/23/2017		M		5,655	A	$80.21	141,430	D
Common Stock	02/23/2017		F		2,951	D	$80.21	138,479	D
Common Stock	02/23/2017		M		99,526	A	$80.21	238,005	D
Common Stock	02/23/2017		F		51,933	D	$80.21	186,072	D
Common Stock								20	I	By Son
Common Stock								148	I	Owned By Spouse
Common Stock (Savings Plan)								42,317.6953	I	Savings Plan

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
2013 MSU Award	$0	02/23/2017		M			25,996(1)	02/27/2014	03/01/2017	Common Stock	25,996	$0	0	D
2014 MSU Award	$0	02/23/2017		M			19,981(2)	02/26/2015	02/27/2018	Common Stock	19,981	$0	11,905	D
2015 MSU Award	$0	02/23/2017		M			20,385(3)	02/26/2016	02/26/2019	Common Stock	20,385	$0	25,444	D
2016 MSU Award	$0	02/23/2017		M			5,655(4)	02/25/2017	02/25/2020	Common Stock	5,655	$0	13,499	D
2014 PU Award	$0	02/23/2017		M			99,526(5)	02/27/2017	02/27/2017	Common Stock	99,526	$0	0	D
Common Stock Units	$0							08/08/1988	08/08/1988	Common Stock	3,254.5915		3,254.5915	I	Cap Trust

Explanation of Responses:

1. Shares reflect the vesting of the fourth tranche of market leveraged stock units granted in February 2013 at 200% of target based on our absolute total shareholder return during 2013-2016, plus dividend equivalents accrued during the period.

2. Shares reflect the vesting of the third tranche of market leveraged stock units granted in February 2014 at 156% of target based on our absolute total shareholder return during 2014-2016, plus dividend equivalents accrued during the period.

3. Shares reflect the vesting of the second tranche of market leveraged stock units granted in February 2015 at 153% of target based on our absolute total shareholder return in excess of 10% during 2015-2016, plus dividend equivalents accrued during the period.

4. Shares reflect the vesting of the first tranche of market leveraged stock units granted in February 2016 at 123% of target based on our absolute total shareholder return in excess of 10% during 2016, plus dividend equivalents accrued during the period.

5. Shares reflect the vesting of performance units granted in February 2014 at 200% of target, 50% based on our cumulative economic value added and 50% on our relative total shareholder return performance objectives established for the award.

	/s/ Erica Perry POA for Dean A Scarborough	02/27/2017
	** Signature of Reporting Person	Date
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