Sec Form 4 Filing - Strom Carrie C @ AbbVie Inc. - 2020-05-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Strom Carrie C 2. Issuer Name and Ticker or Trading Symbol AbbVie Inc. [ ABBV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Pres Global Allerg Aesth (Last) (First) (Middle) 1 N. WAUKEGAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2020 (Street) NORTH CHICAGO, IL60064 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value 05/08/2020 A 2,439 A 2,439 D Common Stock, $0.01 par value 05/08/2020 A 37,903 A 40,342 D Common Stock, $0.01 par value 05/11/2020 A 23,196 ( 3 ) A $ 0 63,538 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (right to buy) ( 4 ) $ 41.39 05/08/2020 A 4,184 05/08/2020 08/05/2021 Common Stock 4,184 $ 0 4,184 D Option (right to buy) ( 4 ) $ 47.27 05/08/2020 A 4,184 05/08/2020 02/17/2022 Common Stock 4,184 $ 0 4,184 D Option (right to buy) ( 4 ) $ 56.93 05/08/2020 A 7,809 05/08/2020 02/21/2023 Common Stock 7,809 $ 0 7,809 D Option (right to buy) ( 4 ) $ 67.25 05/08/2020 A 6,370 05/08/2020 02/21/2024 Common Stock 6,370 $ 0 6,370 D Option (right to buy) ( 4 ) $ 125.82 05/08/2020 A 5,729 05/08/2020 02/20/2025 Common Stock 5,729 $ 0 5,729 D Option (right to buy) ( 4 ) $ 133.53 05/08/2020 A 2,017 05/08/2020 03/16/2025 Common Stock 2,017 $ 0 2,017 D Option (right to buy) ( 4 ) $ 123.51 05/08/2020 A 2,567 05/08/2020 03/07/2026 Common Stock 2,567 $ 0 2,567 D Option (right to buy) ( 4 ) $ 104.04 05/08/2020 A 3,440 ( 5 ) 03/06/2027 Common Stock 3,440 $ 0 3,440 D Option (right to buy) ( 4 ) $ 65.45 05/08/2020 A 3,613 ( 6 ) 03/06/2028 Common Stock 3,613 $ 0 3,613 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Strom Carrie C 1 N. WAUKEGAN ROAD NORTH CHICAGO, IL60064 SVP & Pres Global Allerg Aesth Signatures Steven L. Scrogham, attorney-in-fact for Carrie Strom 05/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 2,816 shares of Allergan plc common stock in connection with its acquisition by AbbVie Inc. Allergan shareholders received 0.8660 AbbVie shares for each Allergan share (based on the closing price of AbbVie's common stock of $84.22 on May 7, 2020). ( 2 )Received in exchange for 16,457 restricted stock units of Allergan plc in connection with the acquisition of Allergan plc by AbbVie Inc. and previously issued pursuant to the Amended and Restated 2013 Incentive Award Plan of Allergan plc. The number of AbbVie Inc. restricted stock units was calculated pursuant to an equity award conversion ratio of 2.303. The restricted stock units vest as follows: 5,194 on 12/31/2020; 1,633 on 3/2/2021; 903 on 3/5/2021; 717 on 3/6/2021; 247 on 3/7/2021; 470 on 5/7/2021; 20,844 on 12/31/2021; 1,633 on 3/2/2022; 903 on 3/5/2022; 716 on 3/6/2022; 470 on 5/7/2022; 1,633 on 3/2/2023; 905 on 3/5/2023; and 1,635 on 3/2/2024. ( 3 )These securities represent restricted stock units granted under the AbbVie 2013 Incentive Stock Program. They vest in four equal annual increments on the date of grant and include the right to have stock withheld for tax purposes. The options are exercisable as follo ws: 2,579 exercisable as of 5/8/2020 and 861 as of 3/7/2021. ( 4 )Received in exchange for stock options of Allergan plc in connection with the acquisition of Allergan plc by AbbVie Inc. and previously issued pursuant to the Amended and Restated 2013 Incentive Award Plan of Allergan plc. The number of AbbVie Inc. stock options was calculated pursuant to an equity award conversion ratio of 2.303. ( 5 )The options are exercisable as follows: 2,579 exercisable as of 5/8/2020 and 861 as of 3/7/2021. ( 6 )The options are exercisable as follows: 1,804 exercisable as of 5/8/2020; 902 as of 3/6/2021; and 907 as of 3/6/2022.

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