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*
Nichols Eric S

(Last) (First) (Middle)
575 MARYVILLE CENTRE DRIVE

(Street)
ST. LOUIS MO 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 Adv Interlayers Div.
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2012
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)
Code V Amount (A) or (D) Price
Common Stock 02/23/2012 F(1) 403 D $28.08 31,498 D
Common Stock 02/27/2012 M 45,000 A $17.33 76,498 D
Common Stock 02/27/2012 M 2,148 A $16.95 78,646 D
Common Stock 02/27/2012 M 2,062 A $23.13 80,708 D
Common Stock 02/27/2012 M 3,007 A $21.28 83,715 D
Common Stock 02/27/2012 F(2) 7,290 D $28.0261 76,425 D
Common Stock 02/27/2012 F(2) 360 D $28.0201 76,065 D
Common Stock 02/27/2012 F(2) 153 D $28.0401 75,912 D
Common Stock 02/27/2012 F(2) 308 D $28.0378 75,604 D
Common Stock 02/27/2012 S 44,106 D $28.0309(3) 31,498 D
Common Stock 02/27/2012 S 12,396 D $28.0344(4) 19,102 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
Common Stock $17.33 02/27/2012 M 45,000 (5) 02/28/2018 Common Stock 45,000 $17.33 0 D
Common Stock $16.95 02/27/2012 M 2,148 (6) 04/21/2020 Common Stock 6,444 $16.95 4,296 D
Common Stock $23.13 02/27/2012 M 2,062 (7) 02/23/2011 Common Stock 8,248 $23.13 6,186 D
Common Stock $21.28 02/27/2012 M 3,007 (7) 02/23/2011 Common Stock 12,028 $21.28 9,021 D
Explanation of Responses:
1. Shares of common stock withheld in payment of tax liability incident to vesting of restricted common stock.
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 $28.01 to $28.04, inclusive. Mr. Nichols 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. This represents the weighted average price paid for the shares. The shares were sold at prices ranging from $28.03 to $28.04, inclusive. Mr. Nichols 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.
5. The option vested in three equal installments on February 28, 2009, 2010 and 2011.
6. The option vests in four equal installments on April 21, 2011, 2012, 2013 and 2014.
7. 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. 02/27/2012
** 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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