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^*

SMITH KENNETH M

(Last)

(First)

(Middle)

POLYONE CENTER

33587 WALKER ROAD

(Street)

AVON LAKE

44012

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, CIO & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2012

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	03/09/2012		M		7,000	A	$12.22	128,050.799	D
Common Stock	03/09/2012		S		7,000	D	$13.253⁽¹⁾	121,050.799	D
Common Stock	03/12/2012		M		12,746	A	$12.22	133,796.799	D
Common Stock	03/12/2012		S		12,746	D	$13.27⁽²⁾	121,050.799	D
Common Stock	03/12/2012		M		1,283	A	$12.22	122,333.799	D
Common Stock	03/12/2012		S		1,283	D	$13.27⁽²⁾	121,050.799	D
Common Stock								16,793	I	Savings Plan Trust⁽³⁾

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)
Incentive Stock Option (right to buy)	$12.22	03/12/2012		M			1,283	03/26/2005	03/26/2012	Common Stock	1,283	$0	0	D
Non-Qualified Stock Option (right to buy)	$12.22	03/09/2012		M			7,000	03/26/2005	03/26/2012	Common Stock	7,000	$0	12,746	D
Non-Qualified Stock Option (right to buy)	$12.22	03/12/2012		M			12,746	03/26/2005	03/26/2012	Common Stock	12,746	$0	0	D

Explanation of Responses:

1. The purchase price is a weighted average for the purchase transactions. The purchase prices range from a low of $13.25 per share to a high of $13.26 per share. Full information regarding the number of shares purchased at each separate price is available upon request by the Commission staff, PolyOne Corporation, or a security holder of PolyOne Corporation.

2. The purchase price is a weighted average for the purchase transactions. The purchase prices range from a low of $13.25 per share to a high of $13.30 per share. Full information regarding the number of shares purchased at each separate price is available upon request by the Commission staff, PolyOne Corporation, or a security holder of PolyOne Corporation.

3. The information in this report is based on a PolyOne Retirement Savings Plan statement as of March 12, 2012. PolyOne common shares are held in a unitized fund that consists of stock and cash. The number of shares and the amount of cash may fluctuate daily depending on plan level activity in the fund. Even though no transaction has occured, this fluctuation may result in an increase or decrease in the number of shares held since the last report filed by the reporting person.

	By: Lisa K. Kunkle, Power of Attorney For: Kenneth M. Smith	03/13/2012
	** 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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