Statement of Changes in Beneficial Ownership (4)
February 21 2023 - 06:13PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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SALEKI-GERHARDT AZITA |
2. Issuer Name and Ticker or Trading Symbol
AbbVie Inc.
[
ABBV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, OPERATIONS |
(Last)
(First)
(Middle)
1 N. WAUKEGAN ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2023 |
(Street)
NORTH CHICAGO, IL 60064
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value | 2/16/2023 | | A | | 48127 (1) | A | $0 | 206039 | D | |
Common Stock, $0.01 par value | 2/16/2023 | | A | | 11229 (2) | A | $0 | 217268 | D | |
Common Stock, $0.01 par value | 2/16/2023 | | A | | 8560 (3) | A | $0 | 225828 | D | |
Common Stock, $0.01 par value | 2/16/2023 | | A | | 7380 (4) | A | $0 | 233208 | D | |
Common Stock, $0.01 par value | 2/17/2023 | | M | | 25000 | A | $51.42 | 258208 | D | |
Common Stock, $0.01 par value | 2/17/2023 | | S | | 14246 | D | $149.13 (5) | 243962 | D | |
Common Stock, $0.01 par value | 2/17/2023 | | S | | 10754 | D | $150.05 (6) | 233208 | D | |
Common Stock, $0.01 par value | | | | | | | | 2322 (7) | I | Profit sharing trust |
Common Stock, $0.01 par value | | | | | | | | 3873 (8) | I | By spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) (9) | $149.62 | 2/16/2023 | | A | | 22957 | | 2/16/2024 | 2/15/2033 | Common Stock | 22957 | $0 | 22957 | D | |
Option (Right to Buy) (10) | $51.42 | 2/17/2023 | | M | | | 25000 | 2/20/2015 | 2/19/2024 | Common Stock | 25000 | $51.42 | 0 | D | |
Explanation of Responses: |
(1) | Represents shares of AbbVie common stock issued under a performance share award granted to the reporting person on February 20, 2020. The award is subject to performance-vesting restrictions based on earnings per share and relative total shareholder return. The performance-vesting restrictions with respect to these shares were released on the date
reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2023. |
(2) | Represents shares of AbbVie common stock issued under a performance-vesting restricted stock unit award granted to the reporting person on February 20, 2020. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2023. |
(3) | Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 18, 2021. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2023. |
(4) | Represents shares of AbbVie common stock issued under a performance vesting restricted stock unit award granted to the reporting person on February 17, 2022. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2023. |
(5) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.69 to $149.69 inclusive. The reporting person undertakes to provide AbbVie Inc., any security holder of AbbVie Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(6) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.71 to $150.05 inclusive. The reporting person undertakes to provide AbbVie Inc., any security holder of AbbVie Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(7) | Balance in AbbVie Savings program as of January 31, 2023. |
(8) | The reporting person disclaims beneficial ownership of all securities held by her spouse. |
(9) | Employee stock option granted pursuant to the AbbVie Amended and Restated 2013 Incentive Stock Program in a transaction exempt from Section 16 under Rule 16b-3. The option becomes exercisable in annual increments of 7,653 on February 16, 2024, 7,652 on February 16, 2025, and 7,652 on February 16, 2026. |
(10) | Employee stock option granted pursuant to the AbbVie 2013 Incentive Stock Program in a transaction exempt from Section 16 under Rule 16b-3. |
Remarks: The option exercise and sale transactions were made pursuant to a previously adopted plan complying with Rule 10b5-1(c). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SALEKI-GERHARDT AZITA 1 N. WAUKEGAN ROAD NORTH CHICAGO, IL 60064 |
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| EVP, OPERATIONS |
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Signatures
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Steven L. Scrogham, attorney-in-fact for Azita Saleki-Gerhardt | | 2/21/2023 |
**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 control number. |
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