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^*

Crist Mark D

(Last)

(First)

(Middle)

POLYONE CENTER

33587 WALKER ROAD

(Street)

AVON LAKE

44012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2014

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	19,946	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)
Restricted Stock Units	⁽¹⁾	02/14/2015	Common Stock	3,582⁽²⁾	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	02/15/2016	Common Stock	2,022⁽²⁾	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	02/11/2017	Common Stock	1,202⁽²⁾	⁽⁴⁾	D
Stock Appreciation Rights	⁽⁵⁾	02/14/2022	Common Stock	2,600	$14.61	D
Stock Appreciation Rights	⁽⁶⁾	02/15/2023	Common Stock	2,867	$23.08	D
Stock Appreciation Rights	⁽⁷⁾	02/11/2024	Common Stock	3,000	$35.07	D

Explanation of Responses:

1. The restricted stock units vest 3 years from the grant date on 2/14/2015.

2. The restricted stock units include all dividend equivalents acquired since the date of grant. Dividend equivalents are subject to the same restrictions as the underlying grant of restricted stock units.

3. The restricted stock units vest 3 years from the grant date on 2/15/2016.

4. The restricted stock units vest 3 years from the grant date on 2/11/2017.

5. SARs become exercisable and vest one-third on the attainment of 10%, 15% and 20% stock appreciation (which must be maintained for a minimum of thirty consecutive trading days) from the grant date closing price of $14.61 per share, with no more than one-third vesting per year during the first three years.

6. SARs become exercisable and vest only upon the achievement of both price and time requirements. To vest, each one-third of the grant must attain 10%, 15% and 20% stock appreciation, respectively (which must be maintained for a minimum of thirty consecutive trading days) from the grant date closing price of $23.08 per share and no more than one-third of the grant can vest per year during the first three years.

7. SARs become exercisable and vest only upon the achievement of both price and time requirements. To vest, each one-third of the grant must attain 10%, 15% and 20% stock appreciation, respectively (which must be maintained for a minimum of thirty consecutive trading days) from the grant date closing price of $35.07 per share and no more than one-third of the grant can vest per year during the first three years.

	By: Lisa K. Kunkle, Power of Attorney For: Mark D Crist	06/06/2014
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.