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^*

HART LINDA W

(Last)

(First)

(Middle)

C/O IMATION CORP.

1 IMATION WAY

(Street)

OAKDALE

55128

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMATION CORP [ IMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2009		A		2,581⁽¹⁾	A	$10.17	38,418	D
Common Stock	05/06/2009		A		3,097⁽¹⁾	A	$10.17	41,515	D
Common Stock	05/07/2009		A		5,186	A	$9.64	46,701	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - Right to Buy	$10.17	05/06/2009		A		13,696		05/06/2010	05/06/2019	Common Stock	13,696	$10.17	13,696	D
Option - Right to Buy	$10.17	05/06/2009		A		16,435		05/06/2010	05/06/2019	Common Stock	16,435	$10.17	16,435	D
Restricted Stock Units	⁽²⁾							05/03/2011⁽³⁾	05/03/2011	Common Stock	4,452.45⁽⁴⁾		4,452.45	D

Explanation of Responses:

1. Common stock vests 100% on first anniversary date of the grant date.

2. 1-for-1

3. Ms. Hart has elected to receive payment of the Restricted Stock Units on the earlier of Change of Control, her death or a "separation from service" with the Company (within the meaning of Section 409A of the Internal Revenue Code) and none of these provide a currently determinable date. However, under Imation's current retirment policy, a director cannot be nominated for re-election as a director at the next annual meeting of shareholders following either (i) fifteen (15) years service as a director, or (ii) the director's seventieth (70th) birthday. Based on the current retirment policy (and an assumption of when Imation's shareholder meetings will be held in the future, based on past practices), Ms. Hart's latest retirement date would be May 3, 2011, the date used for this filing.

4. Includes 30.4511 RSUs acquired on June 30, 2008, 31.111 RSUs acquired on September 30, 2008 and 28.790 RSUs acquired on December 29, 2009 as part of the dividend reinvestment feature of Imation's director compensation program, which operated in a manner substantially similar to Imation's dividend reinvestment program.

Remarks:

	Jennifer A. Tenenbaum, Power of Attorney for Linda W. Hart	05/08/2009
	** 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).
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