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^*

JENKINS ROBERT H

(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 [ ACCO ]

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)
02/08/2010

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	05/01/2012		M		28,766⁽¹⁾	A	$0.00⁽²⁾	40,766	D
Common Stock	05/01/2012		M		16,094⁽³⁾	A	$0.00⁽⁴⁾	56,860	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)
Phantom Stock Units	$0.00	02/08/2010⁽⁵⁾		A		16,094		05/01/2012⁽⁵⁾	05/01/2012⁽⁵⁾	Common Stock	16,094	$0.00⁽⁵⁾	16,094	D
Phantom Stock Units	$0.00	05/01/2012		M			16,094	05/01/2012	05/01/2012	Common Stock	16,094	$0.00⁽⁴⁾	0	D
Restricted Stock Units	$0.00	05/01/2012		M			28,766	05/01/2012	05/01/2012	Common Stock	28,766	$0.00⁽²⁾	0	D

Explanation of Responses:

1. Common Stock received upon conversion of Restricted Stock Units. See Note 2.

2. Restricted Stock Units (RSUs) converted under the terms of the ACCO Brands Corporation Deferred Compensation Plan For Non-Employee Directors (Plan). Pursuant to the Plan, a "change of control" occurred in connection with the Company's acquisition of the Consumer and Office Products business of MeadWestvaco Corporation triggering the conversion of the RSUs into common stock on a one-for-one basis.

3. Common stock received upon conversion of Phantom Stock Units. See Note 4.

4. Phantom Stock Units (PSUs) converted under the terms of the ACCO Brands Corporation Deferred Compensation Plan for Non-Employee Directors (Plan). Pursuant to the Plan, a "change of control" occurred in connection with the Company's acquisition of the Consumer and Office Products business of MeadWestvaco Corporation triggering the conversion of the PSUs into common stock on a one-for-one basis.

5. Phantom Stock Units (PSUs) acquired pursuant to Director's election under the ACCO Brands Corporation Deferred Compensation Plan for Non-Employee Directors (Plan) in Rule 16b-3 compliant transactions on various dates and at various prices beginning February 8, 2010. PSUs represent the economic value of the cash portion of Director's fees deferred under the Plan based on the closing price per share of common stock on the date of deferral. PSUs are payable, at the director's election, in cash or common stock upon the occurrence of certain events.

Remarks:

	Steve Rubin, Attorney-in-fact for Robert H. Jenkins	05/03/2012
	** 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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