SEC FORM 4 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).
1. Name and Address of Reporting Person*
PHILLIPS STEVEN R

(Last) (First) (Middle)
C/O AVNET, INC.
2211 SOUTH 47TH STREET

(Street)
PHOENIX AZ 85034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVNET INC [ AVT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2014
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 05/06/2014 M 9,232 A $34.34 19,184 I By Family Trust
Common Stock 05/06/2014 S 9,232 D $42.15 9,952 I By Family Trust
Common Stock 05/06/2014 M 3,166 A $32.43 13,118 I By Family Trust
Common Stock 05/06/2014 S 3,166 D $42.14 9,952 I By Family Trust
Common Stock 8,513(1) D
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
Employee Stock Option (right to buy) $34.34 05/06/2014 M 9,232 (2) 08/08/2017 Common Stock 9,232 $0 0 D
Employee Stock Option (right to buy) $32.43 05/06/2014 M 3,166 (3) 08/08/2022 Common Stock 3,166 $0 9,498 D
Explanation of Responses:
1. Includes 8,513 shares to which the Reporting Person disclaims beneficial ownership for incentive shares alloted but not yet delivered.
2. The option vested in four annual installments on August 9, 2008, 2009, 2010 and 2011.
3. The option vests in four annual installments on August 9, 2013, 2014, 2015 and 2016.
Remarks:
Steven R. Phillips 05/07/2014
** 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.
AVNET, INC.



LIMITED POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS





Know all by these presents that the undersigned hereby makes,

constitutes

and appoints each of Erin Lewin, Kevin Moriary and Michael McCoy,

each acting individually, as the undersigned's true and lawful

attorney-in-fact, with full power and authority as hereinafter

described on behalf

of and in the name, place and stead of the undersigned to:



(1) prepare and execute Forms 3, 4 and 5 (including any

amendments thereto)

with respect to the common stock of Avnet, Inc., a New York

corporation (the "Company"), and to file the same with the United

States Securities and Exchange Commission, any national securities

exchanges and the Company, as considered necessary or advisable

under Section 16(a) of the Securities Exchange Act of 1934 and

the rules and regulations promulgated thereunder,as amended from

time to time (the "Exchange Act") and the Sarbanes-Oxley Act

of 2002;

(2) seek or obtain, as the undersigned's representative and on

the undersigned's behalf, information on transactions in the

Company's common stock from any third party, including brokers,

employee benefit plan administrators and trustees, and the

undersigned hereby authorizes any such person to release any such

information to the undersigned and approves and ratifies any such

release of information; and

(3) perform any and all other acts (including, but not limited to,

The filing of Form ID to obtain EDGAR Access Codes) which in the discretion

of such attorney-in-fact are necessary or desirable for

and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(a) any documents prepared and/or executed by any of such attorneys-

in-fact on behalf of the undersigned pursuant to this power of

attorney will be in such form and will contain such information and

disclosure as such attorney-in-fact, in his or her discretion,

deems necessary or desirable;

(b) this power of attorney authorizes, but does not require, each

such attorney-in-fact to act in his or her discretion on information

provided to such attorney-in-fact without independent verification

of such information;

(c) neither the Company nor any of such attorneys-in-fact assumes (i)

any liability for the undersigned's responsibility to comply with the

requirements of the Exchange Act, (ii) any liability of the

undersigned for any failure to comply with such requirements, or

(iii) any obligation or liability of the undersigned for profit

disgorgement under Section 16(b) of the Exchange Act; and

(d) this power of attorney does not relieve the undersigned from

responsibility for compliance with the undersigned's obligations

under the Exchange Act, including without limitation the reporting

requirements under Section 16(a) of the Exchange Act. The

undersigned hereby gives and grants each of the foregoing

attorneys-in-fact full power and authority to do and perform all

and every act and thing whatsoever requisite, necessary or

appropriate to be done in and about the foregoing matters as fully

to all intents and purposes as the undersigned might or could do if present,

hereby ratifying all that each such attorney-in-fact of,

for and on behalf of the undersigned shall lawfully do or cause

to be done by virtue of this power of attorney.

This power of attorney shall remain in full force and effect until revoked

by the undersigned in a signed writing delivered to the

Corporate Secretary of the Company.



IN WITNESS WHEREOF, the undersigned has caused this power of

attorney to be executed as of this 9th day of May, 2014.





/s/ Steven R. Phillips



Signature



Steven R. Phillips



Print Name