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*
Nelson John R.

(Last) (First) (Middle)
6601 WEST BROAD STREET

(Street)
RICHMOND VA 23230

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALTRIA GROUP, INC. [ MO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2010
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 08/09/2010 M 17,863 A $12.2265 380,899 D
Common Stock 08/09/2010 F 13,123 D $22.605 367,776 D
Common Stock 08/09/2010 M 33,042 A $12.3699 400,818 D
Common Stock 08/09/2010 F 24,396 D $22.605 376,422 D
Common Stock 08/09/2010 M 39,014 A $15.3662 415,436 D
Common Stock 08/09/2010 F 31,794 D $22.605 383,642 D
Common Stock 08/09/2010 M 2,452 A $15.3662 386,094 D
Common Stock 08/09/2010 F 1,999 D $22.605 384,095 D
Common Stock 08/09/2010 M 52,821 A $16.3107 436,916 D
Common Stock 08/09/2010 F 44,321 D $22.605 392,595 D
Common Stock 08/09/2010 M 27,477 A $16.4438 420,072 D
Common Stock 08/09/2010 F 23,149 D $22.605 396,944(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
Option (Right to Buy) $12.2265 08/09/2010 M 17,863 06/15/2004 01/31/2011 Common Stock 17,863 $12.2265 0 D
Option (Right to Buy) $12.3699 08/09/2010 M 33,042 05/10/2005 01/31/2011 Common Stock 33,042 $12.3699 0 D
Option (Right to Buy) $15.3662 08/09/2010 M 39,014 11/20/2005 01/31/2011 Common Stock 39,014 $15.3662 0 D
Option (Right to Buy) $15.3662 08/09/2010 M 2,452 11/20/2005 06/12/2011 Common Stock 2,452 $15.3662 0 D
Option (Right to Buy) $16.3107 08/09/2010 M 52,821 05/21/2006 06/12/2011 Common Stock 52,821 $16.3107 0 D
Option (Right to Buy) $16.4438 08/09/2010 M 27,477 11/25/2006 06/12/2011 Common Stock 27,477 $16.4438 0 D
Explanation of Responses:
1. Includes 176,940 shares of Restricted Stock and 42,965 shares of Deferred Stock. Total also includes 1,311 shares held jointly with wife in the Altria Employee Stock Purchase Plan, including 21 shares acquired through the reinvestment of dividends since May 5, 2010, the date of the last reportable transaction.
W. Hildebrandt Surgner, Jr. for John R. Nelson 08/11/2010
** 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.