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^*

Ivey A. Craig

(Last)

(First)

(Middle)

575 MARYVILLE CENTRE DRIVE

(Street)

ST. LOUIS

63141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLUTIA INC [ SOA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres/GM Performance Films

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2012

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	02/17/2012		M		15,000	A	$17.33	39,421	D
Common Stock	02/17/2012		M		1,596	A	$16.95	41,017	D
Common Stock	02/17/2012		F⁽¹⁾		2,438	D	$28.079	38,579	D
Common Stock	02/17/2012		F⁽²⁾		268	D	$28.08	38,311	D
Common Stock	02/17/2012		S		12,562	D	$28.079⁽³⁾	25,749	D
Common Stock	02/17/2012		S		6,978	D	$28.08	18,771	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)
Common Stock	$17.33	02/17/2012		M			15,000	⁽⁴⁾	02/28/2018	Common Stock	15,000	$17.33	0	D
Common Stock	$16.95	02/17/2012		M			1,596	⁽⁵⁾	04/21/2020	Common Stock	6,385	$16.95	4,789	D

Explanation of Responses:

1. Shares of common stock withheld in payment of tax liability incident to the exercise of employee stock option.

2. Shares of common stock withheld in payment of tax liability incident to the exercise of employee stock option.

3. This represents the weighted average price paid for the shares. The shares were sold at prices ranging from $28.07 to $28.08, inclusive. Mr. Ivey will provide, upon request of the SEC staff, Solutia Inc., or a shareholder of Solutia Inc. complete information regarding the number of shares sold at each price within the range.

4. The option vested in three equal installments on February 28, 2009, 2010 and 2011.

5. The option vests in four equal installments on April 21, 2011, 2012, 2013 and 2014.

Remarks:

	/s/Miriam Rogers Singer, Attorney-in-Fact, Solutia Inc.	02/21/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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