SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schuering Kurt C

(Last)

(First)

(Middle)

POLYONE CENTER

33587 WALKER ROAD

(Street)

AVON LAKE

44012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012

3. Issuer Name and Ticker or Trading Symbol
POLYONE CORP [ POL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, President of Distribution

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,593	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽¹⁾	03/05/2012	Common Stock	6,255.826⁽²⁾	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	02/17/2013	Common Stock	3,733.315⁽⁴⁾	⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	02/16/2014	Common Stock	2,320.71⁽⁶⁾	⁽⁵⁾	D
Stock Appreciation Rights	⁽⁷⁾	03/04/2016	Common Stock	10,700	$1.43	D
Stock Appreciation Rights	⁽⁸⁾	03/05/2015	Common Stock	7,400	$6.765	D
Stock Appreciation Rights	⁽⁹⁾	02/16/2017	Common Stock	6,800	$7.99	D
Stock Appreciation Rights	⁽¹⁰⁾	02/16/2021	Common Stock	4,200	$14.81	D

Explanation of Responses:

1. Each performance share is equal in value to one share of PolyOne common stock and will pay out in the form of common shares on a one-for-one basis. Performance shares vest one-third on the attainment of 10%, 20% and 30% stock appreciation (which must be maintained for a minimum of three consecutive trading days) from the grant date closing price of $1.43 per share. Vested shares will be distributed on the third anniversary of the grant date.

2. This amount includes 55.285 shares acquired as dividend equivalent rights ("DERs") since the date of grant. Such DERs are subject to the same restrictions as the underlying grant of performance shares.

3. The restricted stock units vest on 2/17/13, which is three years from the date of grant.

4. This amount includes 33.315 shares acquired as DERs since the date of grant. Such DERs are subject to the same restrictions as the underlying grant of restricted stock units.

5. The restricted stock units vest on 2/16/14, which is three years from the date of grant.

6. This amount includes 20.710 shares acquired as DERs since the date of grant. Such DERs are subject to the same restrictions as the underlying grant of restricted stock units.

7. SARs become exercisable and vest one-third on the attainment of 10%, 20% and 30% stock appreciation (which must be maintained for a minimum of three consecutive trading days) from the grant date closing price of $1.43 per share, with no more than one-third vesting per year during the first three years.

8. The stock appreciation rights vest in three equal annual installments beginning March 6, 2009.

9. The stock appreciation rights vest in three equal annual installments beginning February 17, 2011.

10. The stock appreciation rights vest in three equal annual installments beginning February 16, 2012.

	By: Lisa K. Kunkle, Power of Attorney For: Kurt C. Schuering	01/10/2012
	** 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 5 (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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