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^*

Keller Robert J

(Last)

(First)

(Middle)

C/O ACCO BRANDS CORPORATION

300 TOWER PARKWAY

(Street)

LINCOLNSHIRE

60069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACCO BRANDS CORP [ ABD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2011

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	10/04/2011		M		216,667	A	$0.81	266,667	D
Common Stock	10/04/2011		D		37,540	D	$4.68	229,127	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 Settled Stock Appreciation Rights⁽¹⁾	$0.81	10/04/2011		M			216,667	02/26/2010	02/25/2016	Common Stock	216,667	$0.81	108,333	D
Restricted Stock Units	$0.00							⁽²⁾	⁽²⁾	Common Stock	11,961.314		11,961.314	D
Restricted Stock Units	$0.00							⁽³⁾	⁽³⁾	Common Stock	23,000		23,000	D
Restricted Stock Units	$0.00							⁽⁴⁾	⁽⁴⁾	Common Stock	15,000		15,000	D
Restricted Stock Units	$0.00							⁽⁵⁾	⁽⁵⁾	Common Stock	500,000		500,000	D
Restricted Stock Units	$0.00							⁽⁶⁾	⁽⁶⁾	Common Stock	39,700		39,700	D
Stock Option (right to buy)⁽⁷⁾	$8.93							05/18/2012	05/17/2018	Common Stock	87,700		87,700	D
Stock Option (right to buy)⁽⁸⁾	$2.59							11/07/2009	11/06/2015	Common Stock	105,000		105,000	D

Explanation of Responses:

1. Stock settled stock appreciation rights granted under the Issuer's 2005 Incentive Plan. One-third of original grant vests annually. All vested appreciation rights are exercisable. Rights expire seven years from the grant date, if not earlier terminated or exercised in full, subject to acceleration as provided in said Plan.

2. Restricted Stock Units (RSUs) granted under the Issuer's 2005 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock upon the earlier of (i) the date of the reporting person's death or disability, (ii) cessation of service as a member of the Board of Directors, or (iii) a change in control of the Issuer.

3. Restricted Stock Units (RSUs) granted under the Issuer's 2005 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock on November 7, 2012 (the "Vesting Date") provided the Reporting Person remains employed by the Issuer at that time, subject to acceleration as provided in said Plan.

4. Restricted Stock Units (RSUs) granted under the Issuer's 2005 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock on November 7, 2011 (the "Vesting Date") provided the Reporting Person remains employed by the Issuer at that time, subject to acceleration as provided in said Plan.

5. Restricted Stock Units (RSUs) granted under the Issuer's 2005 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock on January 2, 2015, provided the Reporting Person remains employed by the Issuer at that time. The right to receive the shares could be accelerated as provided in the Restricted Stock Unit Award Agreement entered into between the Reporting Person and Issuer dated February 24, 2011.

6. Restricted Stock Units (RSUs) granted under the Issuer's Amended and Restated 2011 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock on May 18, 2014 (the "Vesting Date") provided the Reporting Person remains employed by the Issuer at that time, subject to acceleration as provided in said Plan.

7. Nonqualified employee stock options granted under the Issuer's Amended and Restated 2011 Incentive Plan. One-third of original grant vests annually. All vested options are exercisable. Options expire seven years from the grant date, if not earlier terminated or exercised in full, subject to acceleration as provided in said Plan.

8. Nonqualified employee stock options granted under the Issuer's 2005 Incentive Plan. One-third of original grant vests annually. All vested options are exercisable. Options expire seven years from the grant date, if not earlier terminated or exercised in full, subject to acceleration as provided in said Plan.

Remarks:

	Steve Rubin, Attorney-in-fact for Robert J. Keller	10/05/2011
	** 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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