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*
HAMBRICK JAMES L
(Last) (First) (Middle)
C/O THE LUBRIZOL CORPORATION
29400 LAKELAND BOULEVARD
(Street)
WICKLIFFE OH 44092
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LUBRIZOL Corp [ LZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2011
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 Shares 05/27/2011 G V 48,962 D $0 293,629 D
Common Shares 09/15/2011 I 17,673 D $134.99 0 I By 401(k) Plan
Common Shares 09/15/2011 I 142,854 D $134.99 152,187 D
Common Shares 09/16/2011 D 152,187(1) D $135 0 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
Nonqualified Stock Option (Right to Buy) $109.35 09/16/2011 D 36,100 (2) 02/22/2021 Common Shares 36,100 $25.65 0 D
Nonqualified Stock Option (Right to Buy) $78.18 09/16/2011 D 43,200 (3) 02/22/2020 Common Shares 43,200 $56.82 0 D
Nonqualified Stock Option (Right to Buy) $27.77 09/16/2011 D 204,800 (4) 02/23/2019 Common Shares 204,800 $107.23 0 D
Nonqualified Stock Option (Right to Buy) $58.45 09/16/2011 D 119,900 (5) 02/19/2018 Common Shares 119,900 $76.55 0 D
Nonqualified Stock Option (Right to Buy) $53.07 09/16/2011 D 102,300 (6) 02/20/2017 Common Shares 102,300 $81.93 0 D
Nonqualified Stock Option (Right to Buy) $43.065 09/16/2011 D 143,700 (7) 12/12/2015 Common Shares 143,700 $91.935 0 D
Nonqualified Stock Option (Right to Buy) $39.44 09/16/2011 D 163,900 (8) 04/25/2015 Common Shares 163,900 $95.56 0 D
Nonqualified Stock Option (Right to Buy) $34.075 09/16/2011 D 16,500 (9) 03/25/2012 Common Shares 16,500 $100.925 0 D
Phantom Shares (10) 09/16/2011 D 12,666 (10) (10) Common Shares 12,666 $135 0 D
Explanation of Responses:
1. The amount of securities beneficially owned includes deferred share units held in one or more deferred compensation plans of the issuer, which are payable in common shares, and common shares acquired pursuant to dividend reinvestment, exempt under Rule 16a-11.
2. This option granted on February 22, 2011, which vests in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
3. This option granted on February 22, 2010, which vests in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
4. This option granted on February 23, 2009, which vests in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
5. This option granted on February 19, 2008, which vested in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
6. This option granted on February 20, 2007, which vested in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
7. This option granted on December 12, 2005, which vested in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
8. This option granted on April 25, 2005, which vested in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
9. This option granted on March 25, 2002, which vested in three installments of 50% one year after grant, 25% two years after grant and 25% three years after grant, was cancelled in the merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the merger consideration of $135 per share.
10. Phantom shares were acquired in deferred compensation plans and are payable in cash on a one-for-one basis after the third anniversary of the deferral of compensation for a participation year. The phantom shares were cancelled in the merger in exchange for the cash payment indicated in column 8.
/s/ Benita R. Burton for James L. Hambrick 09/19/2011
** 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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