SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
TAYLOR WILLIAM L

(Last) (First) (Middle)
1501 N HAMILTON STREET

(Street)
RICHMOND VA 23230

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL CORP /VA/ [ UVV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President & CAO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2006
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 03/31/2006 I 1,016(1) A (1) 34,967(1) D
Common Stock -ESPP 03/31/2006 I 626(2) A (2) 3,234 I(3) Employee stock purchase plan
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
phantom stock units 1 for 1(4) (4) 03/31/2006 A 645 (4) (4) Common Shares 645 (4) 5,646 D
Options to buy common stock(5) $43.08 06/17/2004 12/02/2009 Common Stock 26,230 26,230 D
Options to buy common stock(5) $47.28 12/17/2004 12/02/2009 Common Stock 20,582 20,582 D
Options to buy common stock(5) $47.28 12/17/2004 11/20/2007 Common Stock 43,296 43,296 D
Options to buy common stock(5) $48.21 06/17/2005 12/15/2007 Common Stock 1,962 1,962 D
Options to buy common stock(5) $48.21 06/17/2005 12/05/2012 Common Stock 61,686 61,686 D
Options to buy common stock(5) $48.21 06/17/2005 12/02/2009 Common Stock 8,228 8,228 D
Options to buy common stock(5) $46.34 12/31/2005 05/23/2015 Common Stock 17,500 17,500 D
Explanation of Responses:
1. includes 1016 shares previously owned in the stock purchase plan and 4,400 of restricted stock units are included in this total. The restricted stock units vest on the fifth anniversay of the award date, however payment will be delayed until termination of service if the individual is a covered employee under Section 162(m) on the date of vesting.
2. includes 626 shares acquired from 4/1/05 through 3/31/06 in the stock purchase plan
3. shares held in the stock purchase plan
4. the phantom stock units were acquired under the ULT supplemental stock purchase plan on a periodic basis during the fiscal year ended March 31, 2006.Each phantom unit will be settled in cash upon the earlier of death, disability, retirement or termination of employment.
5. options issued under the executive stock plan
Terri L. Marks, Power of Attorney for William L. Taylor 05/08/2006
** 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.