Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STANDER DEON

(Last)

(First)

(Middle)

8080 NORTON PARKWAY

(Street)

MENTOR

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2024		M		1,950	A	$216.45	48,428	D
Common Stock	03/01/2024		F		573	D	$216.45	47,855	D
Common Stock	03/01/2024		M		811	A	$216.45	48,666	D
Common Stock	03/01/2024		F		239	D	$216.45	48,427	D
Common Stock	03/01/2024		M		1,801	A	$216.45	50,228	D
Common Stock	03/01/2024		F		554	D	$216.45	49,674	D
Common Stock	03/01/2024		M		1,359	A	$216.45	51,033	D
Common Stock	03/01/2024		F		658	D	$216.45	50,375	D
Common Stock	03/01/2024		M		3,218	A	$216.45	53,593	D
Common Stock	03/01/2024		F		1,557	D	$216.45	52,036	D
Common Stock	03/01/2024		M		4,591	A	$216.45	56,627	D
Common Stock	03/01/2024		F		2,221	D	$216.45	54,406	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2024 MSU Award	$0	03/01/2024		A		12,705		03/01/2025⁽¹⁾	03/01/2028	Common Stock	12,705	$0	12,705	D
2024 PU Award	$0	03/01/2024		A		14,497		03/01/2027⁽²⁾	03/01/2027	Common Stock	14,497	$0	14,497	D
2020 MSU Award	$0	03/01/2024		M			1,950	02/27/2021⁽³⁾	03/01/2024	Common Stock	1,950	$0	0	D
2021 MSU Award	$0	03/01/2024		M			811	03/01/2022⁽⁴⁾	03/01/2025	Common Stock	811	$0	578	D
2022 MSU Award	$0	03/01/2024		M			1,801	03/01/2023⁽⁵⁾	03/01/2026	Common Stock	1,801	$0	3,703	D
2023 MSU Award	$0	03/01/2024		M			1,359	03/01/2024⁽⁶⁾	03/01/2027	Common Stock	1,359	$0	4,091	D
2021 PU Award	$0	03/01/2024		M			3,218	03/01/2024⁽⁷⁾	03/01/2024	Common Stock	3,218	$0	0	D
2021 Special PU Award	$0	03/01/2024		M			4,591	03/01/2024⁽⁸⁾	03/01/2024	Common Stock	4,591	$0	0	D

Explanation of Responses:

1. Market-leveraged stock units (MSUs) 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. Each MSU represents a contingent right to receive one share of common stock, plus dividend equivalents accrued during the vesting period.

2. Performance units (PUs) vest, at the end of fiscal year 2026, provided certain performance objectives are met as determined by the Compensation Committee in February 2027. Each PU represents a contingent right to receive one share of common stock.

3. Shares reflect the vesting of the fourth tranche of MSUs granted in February 2020 at 180% of target based on our absolute total stockholder return in excess of 10% during the 2020-2023 performance period, plus dividend equivalents accrued during the period.

4. Shares reflect the vesting of the third tranche of MSUs granted in March 2021 at 134% of target based on our absolute total stockholder return in excess of 10% during the 2021-2023 performance period, plus dividend equivalents accrued during the period.

5. Shares reflect the vesting of the second tranche of MSUs granted in March 2022 at 94% of target based on our absolute total stockholder return during the 2022-2023 performance period, plus dividend equivalents accrued during the period.

6. Shares reflect the vesting of the first tranche of MSUs granted in March 2023 at 98% of target based on our absolute total stockholder return during the 2023 performance period, plus dividend equivalents accrued during the period.

7. Shares reflect the vesting of PUs granted in March 2021 at 123% of target, based 75% on the cumulative economic value added of RBIS (now Solutions Group) and 25% on our relative total stockholder return.

8. Shares reflect the vesting of PUs granted in March 2021 at 183% of target, based 50% on our cumulative economic value added and 50% on our relative total stockholder return.

	/s/ Vikas Arora, attorney-in-fact for Deon Stander	03/05/2024
	** 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).
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