Avery Dennison (AVY) Form 4 Avery Dennison / Gregory Lovins 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^*

Lovins Gregory

(Last) (First) (Middle)

8080 NORTON PARKWAY

(Street)

MENTOR OH 44060

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

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	03/01/2022		M		2,513	A	$170.6	40,375	D
Common Stock	03/01/2022		F		852	D	$170.6	39,523	D
Common Stock	03/01/2022		M		2,906	A	$170.6	42,429	D
Common Stock	03/01/2022		F		1,246	D	$170.6	41,183	D
Common Stock	03/01/2022		M		2,967	A	$170.6	44,150	D
Common Stock	03/01/2022		F		1,272	D	$170.6	42,878	D
Common Stock	03/01/2022		M		1,221	A	$170.6	44,099	D
Common Stock	03/01/2022		F		524	D	$170.6	43,575	D
Common Stock	03/01/2022		M		12,562	A	$170.6	56,137	D
Common Stock	03/01/2022		F		5,389	D	$170.6	50,748	D
Common Stock (Savings Plan)								2,086.0802	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
2018 MSU Award	$0	03/01/2022		M			2,513(1)	02/22/2019	03/01/2022	Common Stock	2,513	$0	0	D
2019 MSU Award	$0	03/01/2022		M			2,906(2)	02/28/2020	03/01/2023	Common Stock	2,906	$0	1,381	D
2020 MSU Award	$0	03/01/2022		M			2,967(3)	02/27/2021	03/01/2024	Common Stock	2,967	$0	3,142	D
2021 MSU Award	$0	03/01/2022		M			1,221(4)	03/01/2022	03/01/2025	Common Stock	1,221	$0	2,682	D
2019 PU Award	$0	03/01/2022		M			12,562(5)	02/28/2022	03/01/2022	Common Stock	12,562	$0	0	D
2022 MSU Award	$0	03/01/2022		A		5,829(6)		03/01/2023	03/01/2026	Common Stock	5,829	$0	5,829	D
2022 PU Award	$0	03/01/2022		A		4,679(7)		03/01/2025	03/01/2025	Common Stock	4,679	$0	4,679	D

Explanation of Responses:

1. Shares reflect the vesting of the fourth tranche of market-leveraged stock units granted in February 2018 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2018-2021 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 2019 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2019-2021 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 2020 at 183% of target based on our absolute total stockholder return in excess of 10% during the 2020-2021 performance period, plus dividend equivalents accrued during the period.

4. Shares reflect the vesting of the first tranche of market-leveraged stock units granted in February 2021 at 135% of target based on our absolute total stockholder return in excess of 10% during the 2021 performance period, plus dividend equivalents accrued during the period.

5. Shares reflect the vesting of performance units granted in February 2019 at 188% of target, based 50% on our cumulative economic value added and 50% on our relative 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 our absolute total stockholder return, plus dividend equivalents accrued during the vesting period. Each market-leveraged stock unit represents a contingent right to receive one share of our common stock, plus dividend equivalents.

7. Performance units vest, if at all, at the end of fiscal year 2024, provided the designated performance objectives are met as determined by the Compensation Committee in February 2025. Each performance unit represents a contingent right to receive one share of our common stock.

	/s/ Vikas Arora POA for Gregory Lovins	03/03/2022
	** Signature of Reporting Person	Date
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