Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Butier Mitchell R
  2. Issuer Name and Ticker or Trading Symbol
Avery Dennison Corp [AVY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
207 GOODE AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
(Street)

GLENDALE, CA 91203
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/28/2019   M   13,680 A $ 107.92 167,468 D  
Common Stock 02/28/2019   F   6,783 D $ 107.92 160,685 D  
Common Stock 02/28/2019   M   15,055 A $ 107.92 175,740 D  
Common Stock 02/28/2019   F   7,465 D $ 107.92 168,275 D  
Common Stock 02/28/2019   M   9,099 A $ 107.92 177,374 D  
Common Stock 02/28/2019   F   4,512 D $ 107.92 172,862 D  
Common Stock 02/28/2019   M   70,320 A $ 107.92 243,182 D  
Common Stock 02/28/2019   F   34,866 D $ 107.92 208,316 D  
Common Stock (Savings Plan)               3,816.7027 I Savings Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
2015 MSU Award $ 0 02/28/2019   M     13,680 (1) 02/26/2016 02/28/2019 Common Stock 13,680 $ 0 0 D  
2016 MSU Award $ 0 02/28/2019   M     15,055 (2) 02/25/2017 02/25/2020 Common Stock 15,055 $ 0 7,542 D  
2017 MSU Award $ 0 02/28/2019   M     9,099 (3) 02/23/2018 02/23/2021 Common Stock 9,099 $ 0 12,787 D  
2018 MSU Award $ 0 02/28/2019   M   0 (4)   02/22/2019 02/22/2022 Common Stock 0 $ 0 17,139 D  
2016 PU Award $ 0 02/28/2019   M     70,320 (5) 02/25/2019 02/25/2019 Common Stock 70,320 $ 0 0 D  
2019 MSU Award $ 0 02/28/2019   A   19,807 (6)   02/28/2020 02/28/2023 Common Stock 19,807 $ 0 19,807 D  
2019 PU Award $ 0 02/28/2019   A   24,092 (7)   02/28/2022 02/28/2022 Common Stock 24,092 $ 0 24,092 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Butier Mitchell R
207 GOODE AVENUE
GLENDALE, CA 91203
  X     President and CEO  

Signatures

 /s/ Vikas Arora POA for Mitchell R Butier   03/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares reflect the vesting of the fourth tranche of market-leveraged stock units granted in February 2015 at 200% of target based on our absolute total stockholder return in excess of 10% during the 2015-2018 performance period, plus dividend equivalents accrued during the period.
(2) Shares reflect the vesting of the third tranche of market-leveraged stock units granted in February 2016 at 188% of target based on our absolute total stockholder return in excess of 10% during the 2016-2018 performance period, plus dividend equivalents accrued during the period.
(3) Shares reflect the vesting of the second tranche of market-leveraged stock units granted in February 2017 at 137% of target based on our absolute total stockholder return in excess of 10% during the 2017-2018 performance period, plus dividend equivalents accrued during the period.
(4) The first tranche of market-leveraged stock units granted in February 2018 were cancelled since the threshold level of performance was not achieved based on our absolute total stockholder return during the 2018 performance period.
(5) Shares reflect the vesting of performance units granted in February 2016 at 200% of target, 50% based on our company's cumulative economic value added and 50% on our relative total stockholder return.
(6) 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 percentage change in the Company's stock price, 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.
(7) 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.

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