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Form 4 Avery Dennison Corp For: Feb 26 Filed by: NEVILLE R SHAWN

March 2, 2015 4:23 PM EST
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 *
NEVILLE R SHAWN

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, RBIS
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015
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 02/26/2015   M   4,616 A $ 54.26 6,630 D  
Common Stock 02/26/2015   F   1,505 D $ 54.26 5,125 D  
Common Stock 02/26/2015   M   3,989 A $ 54.26 9,114 D  
Common Stock 02/26/2015   F   1,301 D $ 54.26 7,813 D  
Common Stock 02/26/2015   M   17,728 A $ 54.26 25,541 D  
Common Stock 02/26/2015   F   7,385 D $ 54.26 18,156 D  
Common Stock (savings Plan)               2,388.9497 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 02/26/2015   M     4,616 (1) 02/27/2014 03/01/2017 Common Stock 4,616 $ 0 3,919 D  
2014 Msu Award $ 0 02/26/2015   M     3,989 (2) 02/26/2015 02/27/2018 Common Stock 3,989 $ 0 10,397 D  
2012 PU Award $ 0 02/26/2015   M     17,728 (3) 02/26/2015 02/26/2015 Common Stock 17,728 $ 0 0 D  
2015 MSU Award $ 0 02/26/2015   A   13,439 (4)   02/26/2016 02/26/2019 Common Stock 13,439 $ 0 13,439 D  
2015 PU Award $ 0 02/26/2015   A   12,480 (5)   02/26/2018 02/26/2018 Common Stock 12,480 $ 0 12,480 D  
Explanation of Responses:
1. Shares reflect the vesting of the second tranche of market leveraged stock units granted in February 2013 at 154% of target based on our absolute total shareholder return during 2013-2014, plus dividend equivalents accrued during the period.
2. Shares reflect the vesting of the first tranche of market leveraged stock units granted in February 2014 at 108% of target based on our absolute total shareholder return during 2014, plus dividend equivalents accrued during the period.
3. Shares reflect the vesting of performance units granted in February 2012 at 107% of target based on our relative total shareholder return during 2012-2014.
4. 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.
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.
/s/ Erica Perry POA for R. Shawn Neville 03/02/2015
** 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 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.


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