Sec Form 4 Filing - Bondar Lori J @ Avery Dennison Corp - 2020-02-27

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 Bondar Lori J 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) VP, Ctrlr, Treasurer & CAO (Last) (First) (Middle) 207 GOODE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2020 (Street) GLENDALE, CA91203 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 02/27/2020 M 1,466 A $ 117.73 14,394 D Common Stock 02/27/2020 F 534 D $ 117.73 13,860 D Common Stock 02/27/2020 M 1,176 A $ 117.73 15,036 D Common Stock 02/27/2020 F 407 D $ 117.73 14,629 D Common Stock 02/27/2020 M 489 A $ 117.73 15,118 D Common Stock 02/27/2020 F 170 D $ 117.73 14,948 D Common Stock 02/27/2020 M 654 A $ 117.73 15,602 D Common Stock 02/27/2020 F 227 D $ 117.73 15,375 D Common Stock 02/27/2020 M 5,120 A $ 117.73 20,495 D Common Stock 02/27/2020 F 1,843 D $ 117.73 18,652 D Common Stock 02/28/2020 P 500 ( 1 ) A $ 112.85 19,152 D Common Stock (Savings Plan) 1,965.9047 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 (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 2016 MSU Award $ 0 02/27/2020 M 1,466 ( 2 ) 02/25/2017 02/27/2020 Common Stock 1,466 $ 0 0 D 2017 MSU Award $ 0 02/27/2020 M 1,176 ( 3 ) 02/23/2018 02/23/2021 Common Stock 1,176 $ 0 557 D 2018 MSU Award $ 0 02/27/2020 M 489 ( 4 ) 02/22/2019 02/22/2022 Common Stock 489 $ 0 889 D 2019 MSU Award $ 0 02/27/2020 M 654 ( 5 ) 02/28/2020 02/28/2023 Common Stock 654 $ 0 1,309 D 2017 PU Award $ 0 02/27/2020 M 5,120 ( 6 ) 02/23/2020 02/27/2020 Common Stock 5,120 $ 0 0 D 2020 MSU Award $ 0 02/27/2020 A 1,946 ( 7 ) 02/27/2021 02/27/2024 Common Stock 1,946 $ 0 1,946 D 2020 PU Award $ 0 02/27/2020 A 1,697 ( 8 ) 02/27/2023 02/27/2023 Common Stock 1,697 $ 0 1,697 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bondar Lori J 207 GOODE AVENUE GLENDALE, CA91203 VP, Ctrlr, Treasurer & CAO Signatures /s/ Vikas Arora POA for Lori J Bondar 03/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As a result of this sale, the executive disgorged the resulting profits to the company pursuant to Section 16(b) of the Securities Exchange Act of 1934. ( 2 )Shares reflect the vesting of the fourth tranche of market-leveraged stock units granted in February 2016 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2016-2019 performance period, plus dividend equivalents accrued during the period. ( 3 )Shares reflect the vesting of the third tranche of market-leveraged stock units granted in February 2017 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2017-2019 performance period, plus dividend equivalents accrued during the period. ( 4 )Shares reflect the vesting of the second tranche of market-leveraged stock units granted in February 2018 at 106% of target based on our absolute total stockholder return in excess of 10% during the 2018-2019 performance period, plus dividend equivalents accrued during the period. ( 5 )Shares reflect the vesting of the first tranche of market-leveraged stock units granted in February 2019 at 147% of target based on our absolute total stockholder return in excess of 10% during the 2019 performance period, plus dividend equivalents accrued during the period. ( 6 )Shares reflect the vesting of performance units granted in February 2017 at 200% of target, based 50% on our cumulative economic value added and 50% on our relative total stockholder return. ( 7 )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 the Company's 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 Avery Dennison Corporation common stock, plus dividend equivalents. ( 8 )Performance units vest, if at all, at the end of fiscal year 2022, provided the designated performance objectives are met as determined by the Compensation Committee in February 2023. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock.

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