President & CEO Stander Deon exercised 18,900 shares at a strike of $187.06 and covered exercise/tax liability with 8,162 shares, increasing direct ownership by 20% to 65,144 units (SEC Form 4)
$AVY
Containers/Packaging
Consumer Discretionary
| 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*
(Street)
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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) 03/01/2025 | ||||||||||||||||||||||||||
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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 | 03/01/2025 | M | 785 | A | $187.06 | 55,191 | D | |||
| Common Stock | 03/01/2025 | F | 231 | D | $187.06 | 54,960 | D | |||
| Common Stock | 03/01/2025 | M | 1,792 | A | $187.06 | 56,752 | D | |||
| Common Stock | 03/01/2025 | F | 526 | D | $187.06 | 56,226 | D | |||
| Common Stock | 03/01/2025 | M | 1,354 | A | $187.06 | 57,580 | D | |||
| Common Stock | 03/01/2025 | F | 398 | D | $187.06 | 57,182 | D | |||
| Common Stock | 03/01/2025 | M | 3,002 | A | $187.06 | 60,184 | D | |||
| Common Stock | 03/01/2025 | F | 1,220 | D | $187.06 | 58,964 | D | |||
| Common Stock | 03/01/2025 | M | 3,174 | A | $187.06 | 62,138 | D | |||
| Common Stock | 03/01/2025 | F | 1,535 | D | $187.06 | 60,603 | D | |||
| Common Stock | 03/01/2025 | M | 8,793 | A | $187.06 | 69,396 | D | |||
| Common Stock | 03/01/2025 | F | 4,252 | D | $187.06 | 65,144 | D | |||
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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 | ||||||||
| 2025 MSU Award | $0 | 03/01/2025 | A | 20,226 | 03/01/2026(1) | 03/01/2029 | Common Stock | 20,226 | $0 | 20,226 | D | ||||
| 2025 PU Award | $0 | 03/01/2025 | A | 21,052 | 03/01/2028(2) | 03/01/2028 | Common Stock | 21,052 | $0 | 21,052 | D | ||||
| 2021 MSU Award | $0 | 03/01/2025 | M | 785 | 03/01/2022(3) | 03/01/2025 | Common Stock | 785 | $0 | 0 | D | ||||
| 2022 MSU Award | $0 | 03/01/2025 | M | 1,792 | 03/01/2023(4) | 03/01/2026 | Common Stock | 1,792 | $0 | 1,851 | D | ||||
| 2023 MSU Award | $0 | 03/01/2025 | M | 1,354 | 03/01/2024(5) | 03/01/2027 | Common Stock | 1,354 | $0 | 2,727 | D | ||||
| 2024 MSU Award | $0 | 03/01/2025 | M | 3,002 | 03/01/2025(6) | 03/01/2028 | Common Stock | 3,002 | $0 | 9,529 | D | ||||
| 2022 PU Award | $0 | 03/01/2025 | M | 3,174 | 03/01/2025(7) | 03/01/2025 | Common Stock | 3,174 | $0 | 0 | D | ||||
| 2022 RSU Award | $0 | 03/01/2025 | M | 8,793 | 03/01/2025(8) | 03/01/2025 | Common Stock | 8,793 | $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 2027, provided certain performance objectives are met as determined by the Compensation Committee in February 2028. 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 2021 at 128% of target based on our absolute total stockholder return in excess of 10% during the 2021-2024 performance period, plus dividend equivalents accrued during the period. |
| 4. Shares reflect the vesting of the third tranche of MSUs granted in March 2022 at 92% of target based on our absolute total stockholder return during the 2022-2024 performance period, plus dividend equivalents accrued during the period. |
| 5. Shares reflect the vesting of the second tranche of MSUs granted in March 2023 at 96% of target based on our absolute total stockholder return during the 2023-2024 performance period, plus dividend equivalents accrued during the period. |
| 6. Shares reflect the vesting of the first tranche of MSUs granted in March 2024 at 93% of target based on our absolute total stockholder return during the 2024 performance period, plus dividend equivalents accrued during the period. |
| 7. Shares reflect the vesting of PUs granted in March 2022 at 50% of target, based 50% on our cumulative economic value added of 0% of target and 50% on our capped relative total stockholder return of 100% of target. |
| 8. Shares reflect the vesting of RSUs granted on March 1, 2022. |
| /s/ Vikas Arora, attorney-in-fact for Deon Stander | 03/04/2025 | |
| ** 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. | ||