SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Stewart Jeffrey Ryan
(Last) (First) (Middle)
1 N. WAUKEGAN ROAD
(Street)
NORTH CHICAGO IL 60064
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AbbVie Inc. [ ABBV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CHIEF COMMERCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024
4. If Amendment, Date of 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
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, $0.01 par value 02/15/2024 A 33,042(1) A $0 93,983 D
Common Stock, $0.01 par value 02/15/2024 A 8,810(2) A $0 102,793 D
Common Stock, $0.01 par value 02/15/2024 A 7,840(3) A $0 110,633 D
Common Stock, $0.01 par value 02/15/2024 A 9,268(4) A $0 119,901 D
Common Stock, $0.01 par value 1,338(5) I By spouse in trust
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 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: 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)(6) $0 02/15/2024 A 39,085 02/15/2025 02/14/2034 Common Stock 39,085 $0 39,085 D
Explanation of Responses:
1. Represents shares of AbbVie common stock issued under a performance share award granted to the reporting person on February 18, 2021. 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, 2024.
2. 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 invested capital 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, 2024.
3. 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 invested capital 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, 2024.
4. Represents shares of AbbVie common stock issued under a performance-vesting restricted stock unit award granted to the reporting person on February 16, 2023. The award is subject to performance-vesting restrictions based on a relative return on invested capital 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, 2024.
5. The reporting person disclaims beneficial ownership of all securities held by his spouse.
6. 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 13,029 on February 15, 2025, 13,028 on February 15, 2026, and 13,028 on February 15, 2027.
T.O. Odutayo, attorney-in-fact for Jeffrey R. Stewart 02/20/2024
** 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 Number.


POWER OF ATTORNEY


Jeffrey R. Stewart constitutes and appoints PERRY C. SIATIS,  EMILY A. WEITH, and T.O. ODUTAYO, and each of them individually, as the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for the undersigned and in the undersigned's name, place and stead, to prepare and sign any and all Securities and Exchange Commission  ("SEC") Notices of Proposed Sales of Securities pursuant to Rule 144 under the Securities  Act of 1933, as amended (the “Securities Act”), on Form 144, any and all SEC statements on Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all other forms and reports required or permitted to be filed or signed by the undersigned under the Securities Act or the Exchange Act, to the extent permitted by law, as well as a Form ID and any other documents necessary to obtain codes and passwords necessary to make electronic filings, and any amendments or successors to such forms or reports, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite, necessary or desirable to be done under said Rule 144 and Section 16(a), as fully for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned is no longer required to file Forms 144, 3, 4, or 5 or if earlier, until the undersigned revokes such authorization by written instructions to the attorney-in-fact.




Date:  July 12, 2023


/s/ Jeffrey R. Stewart

Jeffrey R. Stewart



AbbVie Inc.

1 N. Waukegan Road

North Chicago, IL   60064






POWER OF ATTORNEY


Jeffrey R. Stewart constitutes and appoints PERRY C. SIATIS,  EMILY A. WEITH, and T.O. ODUTAYO, and each of them individually, as the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for the undersigned and in the undersigned's name, place and stead, to prepare and sign any and all Securities and Exchange Commission  ("SEC") Notices of Proposed Sales of Securities pursuant to Rule 144 under the Securities  Act of 1933, as amended (the “Securities Act”), on Form 144, any and all SEC statements on Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all other forms and reports required or permitted to be filed or signed by the undersigned under the Securities Act or the Exchange Act, to the extent permitted by law, as well as a Form ID and any other documents necessary to obtain codes and passwords necessary to make electronic filings, and any amendments or successors to such forms or reports, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite, necessary or desirable to be done under said Rule 144 and Section 16(a), as fully for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned is no longer required to file Forms 144, 3, 4, or 5 or if earlier, until the undersigned revokes such authorization by written instructions to the attorney-in-fact.




Date:  July 12, 2023


/s/ Jeffrey R. Stewart

Jeffrey R. Stewart



AbbVie Inc.

1 N. Waukegan Road

North Chicago, IL   60064





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