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^*

GLANDON GARY M

(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)
	Sr. VP, Chief HR Ofcr.

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2012

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	02/21/2012		M		5,321	A	$17.95	16,112	D
Common Stock	02/21/2012		F		820	D	$28.1701	15,292	D
Common Stock	02/21/2012		S		4,501	D	$28.1701	10,791	D
Common Stock	02/23/2012		M		4,361	A	$28.05	15,152	D
Common Stock	02/23/2012		F		325	D	$28.05	14,827	D
Common Stock	02/23/2012		S		4,036	D	$28.05	10,791	D
Common Stock								500	I	Glandon Family Trust

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)
Employee Stock Option (Right to Buy)	$17.95	02/21/2012		M			5,321	⁽¹⁾	10/17/2020	Common Stock	21,285	$17.95	15,964	D
Phantom Stock	⁽²⁾	02/21/2012		A		11,674		⁽³⁾	⁽³⁾	Common Stock	11,674	$0	11,674	D
Employee Stock Option (Right to Buy)	$23.13	02/23/2012		M			4,361	⁽⁴⁾	02/23/2021	Common Stock	17,447	$23.13	13,086	D

Explanation of Responses:

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

2. Each share of phantom stock is the economic equivalent of 1 share of Solutia common Stock.

3. The phantom stock vests over a 4 year period at a rate of 25% per year on the anniversary of the date of the grant. Pursuant to the Agreement and Plan of Merger by and among Solutia Inc., Eastman Chemical Company and Eagle Merger Sub Corporation dated January 26, 2012 (the "Merger Agreement"), as of the Effective Time, as defined in the Merger Agreement, each phantom stock will be converted to a cash amount equal to the closing price of a share of Solutia common stock as of the Effective Time.

4. The options vest in four equal installments on February 23, 2012, 2013, 2014 and 2015.

Remarks:

	/s/Miriam Rogers Singer, Attorney-in-Fact, Solutia Inc.	02/23/2012
	** 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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