Item 3.02 Unregistered Sales of Equity Securities
On March 10, 2009, Avery Dennison Corporation ("Avery Dennison") issued and delivered 6,451,588 shares of its common stock, par value $1.00 per share (the "common stock"), and $42,984,963 in cash in exchange (the "exchange offer") for 6,612,978 of the outstanding HiMEDS Units, stated amount $50.00 per unit, in the form of Corporate HiMEDS Units (the "Corporate HiMEDS Units"), comprised of
(i) a purchase contract (the "purchase contract") obligating the holder to purchase from Avery Dennison shares of its common stock and (ii) a 1/20 or 5.0% undivided beneficial interest in a $1,000 aggregate principal amount 5.350% senior note due November 15, 2020 (the "HiMEDS senior note"). The settlement of the exchange offer was in accordance with the terms and conditions set forth in Avery Dennison's previously filed offer to exchange dated February 3, 2009 and related letter of transmittal, which entitled holders of validly tendered and not withdrawn Corporate HiMEDS Unit as of March 4, 2009, the expiration date, that were accepted by Avery Dennison to receive 0.9756 shares of its common stock and $6.50 in cash (which included the accrued and unpaid contract adjustment payments with respect to the purchase contract and the accrued and unpaid interest with respect to the HiMEDS senior note) per Corporate HiMEDS Unit. The issuance of common stock solely to Avery Dennison's existing security holders in exchange for securities of Avery Dennison, with no commission or other remuneration paid directly or indirectly for soliciting such exchange, was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

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