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*
CAMPBELL J DOUGLAS

(Last) (First) (Middle)
POLYONE CENTER
33587 WALKER ROAD

(Street)
AVON LAKE OH 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2012
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 06/14/2012 P 68,150 A $12.815 68,150 I By Grat (1)
Common Stock 06/20/2012 P 2,900 A $12.97 71,050 I By Grat (1)
Common Stock 06/21/2012 P 10,100 A $13.23 81,150 I By Grat (1)
Common Stock 07/06/2012 A 462 A $14.4624 137,784 (2) I Deferred Comp Plan
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
Explanation of Responses:
1. On June 14, 2012, a grantor retained annuity trust ("GRAT") for the benefit of the Reporting Person, and for which the Reporting Person was the settlor and is the trustee, purchased 68,150 shares of Issuer common stock. On June 20, 2012, the GRAT purchased an additional 2,900 shares of Issuer common stock, and on June 21, 2012, the GRAT purchased an additional 10,100 shares of Issuer common stock. The Reporting Person conducted these purchases in connection with tax planning activities, but was unaware that these purchases were matchable under Section 16(b) of the Securities Exchange Act of 1934 with the Reporting Person's sale of Issuer common stock on June 8, 2012 to the extent of 81,150 shares. The Reporting Person has agreed to pay to the Issuer $55,796.06, less transaction costs, representing the full amount of the "short-swing" profit realized by the Reporting Person in connection with these transactions.
2. Shares acquired pursuant to a dividend reinvestment feature of the PolyOne Corporation Deferred Compensation Plan for Non-Employee Directors.
By: Lisa K. Kunkle, Power of Attorney For: J. Douglas Campbell 07/25/2012
** 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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