ABBVIE (EPA:ABBV) FORM 8-K

Transparency directive : regulatory news

09/06/2016 22:12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                                     FORM 8-K
                                  CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 8, 2016

                                   ABBVIE INC.
             (Exact name of registrant as specified in its charter)

Delaware                            001-35565                32-0375147
(State or other             (Commission File Number)       (IRS Employer
Jurisdiction                                             Identification No.)
of Incorporation)

                              1 North Waukegan Road
                       North Chicago, Illinois 60064-6400
              (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: (847) 932-7900

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

* Written communications pursuant to Rule 425 under the Securities Act
  (17 CFR 230.425)

* Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  (17 CFR 240.14a-12)

* Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
  Act (17 CFR 240.14d-2(b))

* Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
  Act (17 CFR 240.13e-4(c))

Item 5.04  Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans

On May 24, 2016, the administrator of the AbbVie Savings Plan (the "Savings
Plan") and the AbbVie Puerto Rico Savings Plan (the "PR Savings Plan")
(collectively, the "Plans," and each, individually, a "Plan") provided notice
to Plan participants pursuant to Section 101(i)(2) of the Employee Retirement
Income Security Act of 1974, as amended, regarding a blackout period under the
Plans (the "Blackout Period"). The Blackout Period is required because the
Plans are undergoing administrative changes, including a recordkeeper change
for the Plans, a trustee change for the Savings Plan, and a custodian change
for the PR Savings Plan.

During the Blackout Period, Plan participants will be unable to engage in
transactions involving the assets held in their Plan accounts, including
changing contribution rates, directing or diversifying investments (including
investments in AbbVie Inc. common stock), and obtaining Plan loans,
withdrawals, and distributions.

As described more fully in the notice, the Blackout Period is expected to begin
on June 24, 2016 at 2:00 p.m. CST and expected to end on July 13, 2016.
During the Blackout Period and for two years after the Blackout Period end
date, a security holder or other interested person may obtain, without charge,
the actual beginning and ending dates of the Blackout Period by submitting a
request to AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064,
Attn: Vice President, Total Rewards; (847) 938-9816.

On June 8, 2016, the registrant sent a notice to its directors and executive
officers (the "Notice") informing them of the Blackout Period and the
restrictions on trading in AbbVie Inc. common stock (including with respect to
derivatives) that apply to them during the Blackout Period pursuant to Section
306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of
the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference.

Item 9.01  Financial Statements and Exhibits

Exhibit No.                            Exhibit

99.1           Notice provided to directors and executive officers of
               AbbVie Inc. on June 8, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 ABBVIE INC.

Date: June 8, 2016               By: /s/ William J. Chase
                                 Name: William J. Chase
                                 Title: Executive Vice President,
                                 Chief Financial Officer

                                 EXHIBIT INDEX

Exhibit No.                         Exhibit

99.1           Notice provided to directors and executive officers of
               AbbVie Inc. on June 8, 2016.

Exhibit 99.1

Notice of Retirement Plan Blackout Period to
Directors and Executive Officers of AbbVie Inc.

As a director or executive officer of AbbVie Inc. ("AbbVie"), you are subject
to restrictions under Section 306(a) of the Sarbanes- Oxley Act of 2002
("Sarbanes-Oxley") and Rule 104 of Regulation BTR under the Securities Exchange
Act of 1934 ("Regulation BTR"). Those restrictions prohibit certain
transactions in AbbVie securities during retirement plan blackout periods. The
purpose of this notice is to inform you of an AbbVie retirement plan blackout
period beginning on June 24 and ending on July 13, 2016.

In July 2016, the AbbVie Savings Plan (the "Savings Plan") and the AbbVie
Puerto Rico Savings Plan (the "PR Savings Plan") (collectively, the "Plans,"
and each, individually, a "Plan") will undergo a recordkeeper change, the
Savings Plan will undergo a trustee change, and the PR Savings Plan will
undergo a custodian change. During this transition, Plan participants will be
unable to engage in transactions involving the assets held in their Plan
accounts, including changing contribution rates, directing or diversifying
investments (including investments in AbbVie common stock), and obtaining Plan
loans, withdrawals, and distributions. The transition period is called a
"Blackout Period."  The Plan participants and beneficiaries were notified of
the Blackout Period on
May 24, 2016.

The Blackout Period is expected to begin on June 24, 2016 at 2:00 p.m. CST and
to end on July 13, 2016. You can determine whether the Blackout Period has
begun or ended by calling Mike Thomas, Vice President, Total Rewards, at (847)
938-9816.

This Blackout Period is separate from (but coincides in part with) the
quarterly earnings blackout imposed under AbbVie's general insider trading
policy, which disallows certain transactions in AbbVie stock during specific
periods (in this case, during the month of July until after the second quarter
earnings release).  We are required by Sarbanes-Oxley and Regulation BTR to
inform you that, during the entire Blackout Period (beginning on the afternoon
of June 24), you are generally prohibited from directly or indirectly
purchasing, selling, or otherwise transferring any equity security of AbbVie
that you received in connection with your AbbVie service, regardless of whether
you participate in either of the Plans.

If you have any questions concerning the Blackout Period, please contact
Kathleen Scheidt by phone at (847) 938-8188, or you may write to AbbVie Inc.,
1 North Waukegan Road, North Chicago, Illinois 60064, Attn: Vice President,
Securities & Benefits.

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