| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/01/2020 |
3. Issuer Name and Ticker or Trading Symbol
Avery Dennison Corp [ AVY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 2,829 | D | |
| Common Stock (Savings Plan) | 1,110.58 | I | Savings Plan |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 20I6 RSU Award | 12/01/2016(1) | 12/01/2020 | Common Stock | 750 | 0 | D | |
| 20I7 MSU Award | 02/23/2018(2) | 02/23/2021 | Common Stock | 190 | 0 | D | |
| 2018 MSU Award | 02/22/2019(2) | 02/22/2022 | Common Stock | 607 | 0 | D | |
| 20I8 PU Award | 02/22/2021(3) | 02/22/2021 | Common Stock | 1,239 | 0 | D | |
| 2019 MSU Award | 02/28/2020(2) | 02/28/2023 | Common Stock | 991 | 0 | D | |
| 2019 PU Award | 02/28/2022(4) | 02/28/2022 | Common Stock | 1,670 | 0 | D | |
| 2020 MSU Award | 02/27/2021(2) | 02/27/2024 | Common Stock | 1,641 | 0 | D | |
| 2020 PU Award | 02/27/2023(5) | 02/27/2023 | Common Stock | 1,432 | 0 | D | |
| Explanation of Responses: |
| 1. Restricted stock units vest in equal installments on the first, second, third and fourth anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of Avery Dennison Corporation common stock. |
| 2. 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. |
| 3. Performance units vest, if at all, at the end of fiscal year 2020, provided certain performance objectives are met as determined by the Compensation Committee in February 2021. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock. |
| 4. Performance units vest, if at all, at the end of fiscal year 2021, provided certain performance objectives are met as determined by the Compensation Committee in February 2022. Each performance unit represents a contingent right to receive one share of Avery Dennison Corporation common stock. |
| 5. Performance units vest, if at all, at the end of fiscal year 2022, provided certain 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. |
| /s/ Maribel Cabrera POA for Deena Baker-Nel | 09/09/2020 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby authorizes each of Vikas Arora, Maribel Cabrera, and Jessita Usher of Avery Dennison Corporation (the “Company”), to execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5, and any amendments thereto, relating to the undersigned’s beneficial ownership of securities in the Company and cause such form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 16(a) of the Securities Act of 1934, as amended (the “Exchange Act”). The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
In witness whereof, the undersigned has executed this Power of Attorney on August 31, 2020.
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/s/ Deena Baker-Nel |