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^*

Paul Ray M Jr

(Last)

(First)

(Middle)

9201 FOREST HILL AVENUE

(Street)

RICHMOND

23235

(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
Officer (give title below)	X	Other (specify below)
		Subsidiary Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2012

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	08/20/2012		M		5,268	A	$35.3	48,978⁽²⁾	D
Common Stock	08/20/2012		M		6,000	A	$39.71	54,978⁽²⁾	D
Common Stock	08/20/2012		M		3,733	A	$37.86	58,711⁽²⁾	D
Common Stock	08/20/2012		D		12,787	D	$48.21	45,924⁽²⁾	D
Common Stock	08/21/2012		S		10,000	D	$48.32⁽¹⁾	35,924⁽²⁾	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)
Stock Appreciation Rights⁽³⁾	$35.3	08/20/2012		M			5,268	05/27/2010	05/27/2019	Common Stock	5,268	$0	0	D
Stock Appreciation Rights⁽³⁾	$39.71	08/20/2012		M			6,000	06/08/2011	06/08/2020	Common Stock	6,000	$0	3,000	D
Stock Appreciation Rights⁽³⁾	$37.86	08/20/2012		M			3,733	06/07/2012	06/07/2021	Common Stock	3,733	$0	7,467	D

Explanation of Responses:

1. The sale price reflected is a weighted average. The price range for transactions reported on this line is from $48.23 to $48.47. Full information regarding the number of shares sold at each separate price will be provided upon request by the Commission Staff, the Company, or a security holder of the Company.

2. includes 14,850 restricted stock units and 1,426 dividend units on the restricted stock. The restricted stock units vest of the fifth anniversary of the award date, however, payment will be delayed until termination if the individual is a covered employee under Section 162(m) on the date of vesting.

3. after a 12 month period of the grant date, 1/3 of total shares are exercisable for each anniversary date after that for 3 such periods.

Remarks:

	Ray M. Paul, Jr., by Terri L. Marks, Power of Attorney	08/21/2012
	** 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).
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