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^*

HOLT VICTORIA M

(Last)

(First)

(Middle)

C/O SPARTECH CORPORATION

120 S. CENTRAL AVENUE, SUITE 1700

(Street)

CLAYTON

63105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPARTECH CORP [ SEH ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2013

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	03/13/2013		D		251,298	D	⁽¹⁾	39,605	D
Common Stock	03/13/2013		D		39,605	D	⁽²⁾	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)
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)
Stock Appreciation Right	⁽³⁾	03/13/2013		D			39,605	⁽³⁾	12/11/2022	Common Stock	39,605	⁽³⁾	0	D
Stock Appreciation Right	⁽⁴⁾	03/13/2013		D			111,169	⁽⁴⁾	09/12/2020	Common Stock	111,169	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	03/13/2013		D			1,564	⁽⁵⁾	⁽⁵⁾	Common Stock	1,564	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁶⁾	03/13/2013		D			5,643	⁽⁶⁾	⁽⁶⁾	Common Stock	5,643	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁶⁾	03/13/2013		D			5,203	⁽⁶⁾	⁽⁶⁾	Common Stock	5,203	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger, dated October 23, 2012 (the "Merger Agreement"), by and among PolyOne Corporation ("PolyOne"), 2012 RedHawk, Inc. ("Merger Sub"), 2012 RedHawk, LLC (n/k/a PolyOne Designed Structures and Solutions LLC) ("Merger LLC"), and Spartech Corporation ("Spartech"), pursuant to which Spartech first merged with and into Merger Sub with Spartech surviving the merger as a wholly owned subsidiary of PolyOne, and subsequently merged with and into Merger LLC, with Merger LLC as the surviving entity as a wholly owned subsidiary of PolyOne. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of Spartech common stock (other than the shares of restricted stock described under footnote (2) below) was converted into the right to receive (i) .3167 of a PolyOne common share and (ii) $2.67 in cash.

2. Pursuant to the Merger Agreement, at the Effective Time, these shares of Spartech restricted stock, which provided for vesting in four equal annual installments beginning December 12, 2013, were assumed by PolyOne and converted into a restricted share award relating to 17,291 shares of PolyOne common stock.

3. Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which provide for vesting in four equal annual installments beginning on December 12, 2013, were assumed by PolyOne and replaced with stock appreciation rights related to 17,291 PolyOne common shares with a base price of $20.53 per share.

4. Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which are fully vested and exercisable as of the Effective Time, were assumed by PolyOne and replaced with stock appreciation rights related to 48,536 PolyOne common shares with a base price of $15.99 per share.

5. Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units, which are payable on the first anniversary of the Reporting Person's termination of service from the Issuer's board, were assumed by PolyOne and replaced with PolyOne restricted stock units that represent the right to receive 682 shares of PolyOne common stock at the date of settlement.

6. Pursuant to the Merger Agreement, at the Effective Time, these Spartech restricted stock units were converted into the right to receive (i) .3167 of a PolyOne common share and (ii) $2.67 in cash.

Remarks:

	/s/ Randy C. Ridenhour, Power of Attorney for Victoria M. Holt	03/13/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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