X0306 4 2013-03-13 1 0000077597 SPARTECH CORP SEH 0001229521 ANDY RALPH B C/O SPARTECH CORPORATION 120 S. CENTRAL AVENUE, SUITE 1700 CLAYTON MO 63105 1 0 0 0 Common Stock 2013-03-13 4 D 0 75484 D 0 D Common Stock 2013-03-13 4 D 0 350261 D 0 I By Corporation / Limited Partnership Restricted Stock Units 2013-03-13 4 D 0 1266 D Common Stock 1266 0 D Restricted Stock Units 2013-03-13 4 D 0 1153 D Common Stock 1153 0 D Restricted Stock Units 2013-03-13 4 D 0 1416 D Common Stock 1416 0 D Restricted Stock Units 2013-03-13 4 D 0 477 D Common Stock 477 0 D Restricted Stock Units 2013-03-13 4 D 0 11364 D Common Stock 11364 0 D Restricted Stock Units 2013-03-13 4 D 0 5580 D Common Stock 5580 0 D 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. 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 553 shares of PolyOne common stock at the date of settlement. 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 503 shares of PolyOne common stock at the date of settlement. 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 618 shares of PolyOne common stock at the date of settlement. 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 208 shares of PolyOne common stock at the date of settlement. 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. /s/ Randy C. Ridenhour, Power of Attorney for Ralph B. Andy 2013-03-13