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ALTRIA GROUP, INC. Director's Dealing 2012

Feb 13, 2012

29853_dirs_2012-02-13_b4c52606-8f14-4443-bb3a-3212873e853f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2011-12-30

Reporting Person: BAILEY ELIZABETH E (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-12-30 Phantom Stock Units $ J 0 Acquired Common Stock (0) Direct
2011-12-30 Phanton Stock Units $ I 25986 Disposed Common Stock (25986) Direct
2012-01-10 Phantom Stock Units $ J 369 Acquired Common Stock (369) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 76030 Direct

Footnotes

F1: Includes 60,113 deferred shares held under the Stock Compensation Plan for Non-Employee Directors, including an increase of 3,895 shares acquired through the reinvestment of dividends since May 19, 2011, the date of the last reportable transaction.

F2: Phantom Stock Units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

F3: No share equivalents acquired or disposed.

F4: The participant will receive distributions of phantom stock units in cash either prior to or following termination of service as a member of the issuer's board of directors, as elected by the participant.

F5: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This includes an increase of 736 share equivalents acquired through the reinvestment of dividends since May 19, 2011, the date of the last reportable transaction.

F6: Shares of phantom stock transferred into an alternative investment account in the Deferred Fee Plan for Non-Employee Directors, as elected by the participant.

F7: The average of the high and low price of Altria Group, Inc. common stock on December 30, 2011.

F8: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This is an increase of 369 share equivalents acquired through the reinvestment of dividends on phantom shares held in the Deferred Fee Plan for Non-Employee Directors as of December 27, 2011, the record date for such dividend.