| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
POLYONE CORP [ POL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/09/2012 | M | 60,000 | A | $7.675 | 190,087.786(1) | D | |||
| Common Stock | 08/09/2012 | D | 41,462 | D | $15.97 | 148,625.786 | D | |||
| Common Stock | 08/09/2012 | M | 31,200 | A | $6.765 | 179,825.786 | D | |||
| Common Stock | 08/09/2012 | D | 20,671 | D | $15.97 | 159,154.786 | D | |||
| Common Stock | 08/09/2012 | M | 48,000 | A | $1.43 | 207,154.786 | D | |||
| Common Stock | 08/09/2012 | D | 22,423 | D | $15.9 | 184,731.786 | D | |||
| Common Stock | 08/09/2012 | M | 16,133 | A | $7.99 | 200,864.786 | D | |||
| Common Stock | 08/09/2012 | D | 11,434 | D | $151.9 | 189,430.786 | D | |||
| Common Stock | 08/09/2012 | M | 5,367 | A | $14.81 | 194,797.786 | D | |||
| Common Stock | 08/09/2012 | D | 5,152 | D | $15.9 | 189,645.786 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Appreciation Right | $1.43 | 08/09/2012 | M | 48,000 | (2) | 03/04/2016 | Common Stock | 48,000 | $0 | 0 | D | ||||
| Stock Appreciation Right | $6.765 | 08/09/2012 | M | 31,200 | (3) | 03/05/2015 | Common Stock | 31,200 | $0 | 0 | D | ||||
| Stock Appreciation Right | $7.675 | 08/09/2012 | M | 60,000 | (4) | 09/10/2014 | Common Stock | 60,000 | $0 | 0 | D | ||||
| Stock Appreciation Right | $7.99 | 08/09/2012 | M | 16,133 | (5) | 02/16/2017 | Common Stock | 16,133 | $0 | 8,067 | D | ||||
| Stock Appreciation Right | $14.81 | 08/09/2012 | M | 5,367 | (6) | 02/16/2021 | Common Stock | 5,367 | $0 | 10,733 | D | ||||
| Explanation of Responses: |
| 1. Includes shares acquired pursuant to dividend reinvestment since Mr. Kedrowski's last Form 4 was filed. |
| 2. SARs become exercisable and vest one-third on the attainment of 10%, 20% and 30% stock appreciation (which must be maintained for a minimum of three consecutive trading days) from the grant date closing price of $1.43 per share, with no more than one-third vesting per year during the first three years. |
| 3. The stock appreciation rights vest in three equal annual installments beginning March 6, 2009. |
| 4. SARs are exercisable upon vesting. Vesting occurs when the market price of the PolyOne common stock reaches pre-determined levels for three consecutive days as follows: 1/3 vests at a market price of $7.24 per share; an additional 1/3 vests at a market price of $7.90 per share; and the remaining 1/3 vests at a market price of $8.56 per share; provided, however, that no vesting will occur sooner than one year from the grant date of September 10, 2007. |
| 5. The stock appreciation rights vest in three equal annual installments beginning February 17, 2011. |
| 6. The stock appreciation rights vest in three equal annual installments beginning February 16, 2012. |
| By: Lisa K. Kunkle, Power of Attorney For: Thomas J. Kedrowski | 08/13/2012 | |
| ** 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. | ||