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 IL 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
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/21/2013 M 43,866(1) A $0.00 322,954 D
Common Stock 22,304(2) I In 401(k) 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
Performance Stock Units (2010-2012)(3) $0.00 02/23/2011 A 10,967 (3) (3) Common Stock 10,967 $0.00 10,967 D
Performance Stock Units (2010-2012) $0.00 02/21/2013 M 10,967 (4) (4) Common Stock 10,967 $0.00 0 D
Performance Stock Units (2010-2012)(3) $0.00 02/22/2012 A 21,933 (3) (3) Common Stock 21,933 $0.00 21,933 D
Performance Stock Units (2010-2012) $0.00 02/21/2013 M 21,933 (4) (4) Common Stock 21,933 $0.00 0 D
Performance Stock Units (2010-2012)(3) $0.00 02/21/2013 A 10,966 (3) (3) Common Stock 10,966 $0.00 10,966 D
Performance Stock Units (2010-2012) $0.00 02/21/2013 M 10,966 (4) (4) Common Stock 10,966 $0.00 0 D
Performance Stock Units (2011-2013)(3) $0.00 02/22/2012 A 17,350 (3) (3) Common Stock 17,350 $0.00 17,350 D
Performance Stock Units (2011-2013)(3) $0.00 02/21/2013 A 17,350 (3) (3) Common Stock 17,350 $0.00 17,350 D
Performance Stock Units (2012-2014)(3) $0.00 02/21/2013 A 22,320 (3) (3) Common Stock 22,320 $0.00 22,320 D
Restricted Stock Units(5) $0.00 02/21/2013 A 50,933 02/21/2016 (5) Common Stock 50,933 $0.00 50,933 D
Stock Option (right to buy)(6) $7.64 02/21/2013 A 140,783 02/21/2014 02/21/2020 Common Stock 140,783 $7.64 140,783 D
Explanation of Responses:
1. Reflects the settlement on the transaction date indicated of performance stock units ("PSUs") earned in each of the one-year performance periods in the PSU (2010-2012) cycle.
2. Represents number of ACCO Brands Corporation common stock held in reporting owner's 401(k) retirement savings plan account as of January 31, 2013.
3. Reflects PSUs granted under the Issuer's Amended and Restated Incentive Plan that were earned by the reporting person during each one-year performance period on the transaction date indicated. Subject to the reporting person's continued employment, earned PSUs become eligible for settlement into shares of common stock upon the completion of the final performance period in the three-year cycle.
4. Reflects the settlement of earned PSUs into an equal number of shares of common stock on the transaction date indicated.
5. 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 February 21, 2016 (the "Vesting Date") provided the Reporting Person remains employed by the Issuer at that time, subject to acceleration as provided in said Plan.
6. 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.
Remarks:
Pamela R. Schneider, Attorney-in-fact for Robert J. Keller 02/21/2013
** 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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