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*
Kedrowski Thomas J

(Last) (First) (Middle)
POLYONE CENTER
33587 WALKER ROAD

(Street)
AVON LAKE OH 44012

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLYONE CORP [ POL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Supply Chain & Operations
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2012
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 08/09/2012 M 60,000 A $7.675 190,087.786(1) D
Common Stock 08/09/2012 D 41,462 D $15.97 148,625.786 D
Common Stock 08/09/2012 M 31,200 A $6.765 179,825.786 D
Common Stock 08/09/2012 D 20,671 D $15.97 159,154.786 D
Common Stock 08/09/2012 M 48,000 A $1.43 207,154.786 D
Common Stock 08/09/2012 D 22,423 D $15.9 184,731.786 D
Common Stock 08/09/2012 M 16,133 A $7.99 200,864.786 D
Common Stock 08/09/2012 D 11,434 D $151.9 189,430.786 D
Common Stock 08/09/2012 M 5,367 A $14.81 194,797.786 D
Common Stock 08/09/2012 D 5,152 D $15.9 189,645.786 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $1.43 08/09/2012 M 48,000 (2) 03/04/2016 Common Stock 48,000 $0 0 D
Stock Appreciation Right $6.765 08/09/2012 M 31,200 (3) 03/05/2015 Common Stock 31,200 $0 0 D
Stock Appreciation Right $7.675 08/09/2012 M 60,000 (4) 09/10/2014 Common Stock 60,000 $0 0 D
Stock Appreciation Right $7.99 08/09/2012 M 16,133 (5) 02/16/2017 Common Stock 16,133 $0 8,067 D
Stock Appreciation Right $14.81 08/09/2012 M 5,367 (6) 02/16/2021 Common Stock 5,367 $0 10,733 D
Explanation of Responses:
1. Includes shares acquired pursuant to dividend reinvestment since Mr. Kedrowski's last Form 4 was filed.
2. SARs become exercisable and vest one-third on the attainment of 10%, 20% and 30% stock appreciation (which must be maintained for a minimum of three consecutive trading days) from the grant date closing price of $1.43 per share, with no more than one-third vesting per year during the first three years.
3. The stock appreciation rights vest in three equal annual installments beginning March 6, 2009.
4. SARs are exercisable upon vesting. Vesting occurs when the market price of the PolyOne common stock reaches pre-determined levels for three consecutive days as follows: 1/3 vests at a market price of $7.24 per share; an additional 1/3 vests at a market price of $7.90 per share; and the remaining 1/3 vests at a market price of $8.56 per share; provided, however, that no vesting will occur sooner than one year from the grant date of September 10, 2007.
5. The stock appreciation rights vest in three equal annual installments beginning February 17, 2011.
6. The stock appreciation rights vest in three equal annual installments beginning February 16, 2012.
By: Lisa K. Kunkle, Power of Attorney For: Thomas J. Kedrowski 08/13/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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