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*
GALLAGHER PHILIP 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) X Other (specify below)
CEO, President / Electronics Components
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021
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 05/04/2021 M 21,152 A $27.94 88,750(1) D
Common Stock 05/04/2021 S 21,152 D $42.6202(2) 67,598(1) D
Common Stock 53,562 I By Gallagher Family 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
Employee Stock Option (Right to Buy) $27.94 05/04/2021 M 21,152 (3) 08/10/2021 Common Stock 21,152 $0 0 D
Explanation of Responses:
1. Includes 50,656 shares underlying Restricted Stock Units allocated but not yet vested or delivered.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.46 to $42.91, inclusive. The reporting person undertakes to provide to Avnet, Inc., any security holder of Avnet, 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 to the Form 4.
3. The option vested in four equal annual installments beginning on the first anniversary of the date of grant.
/s/ Darrel S. Jackson, Attorney-In-Fact 05/06/2021
** 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
I, Philip R. Gallagher, hereby appoint Michael R. McCoy, Darrel S. Jackson and
Joy S. Newborg, each acting individually, as the undersigned?s true and lawful
attorney-in-fact, with full power and authority 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, I have executed this power of attorney as of this May 6,
2021.

/s/ Philip R. Gallagher
Signature








STATE OF ARIZONA    )
COUNTY OF MARICOPA  )

Acknowledged before me this  6  day of May 2021, by Philip R. Gallagher
personally known to me to be the individual whose name is subscribed above.



		/s/ Sandra C. Ramirez
		Sandra C. Ramirez, Notary Public #537572
		My commission expires:  11/26/2021