ALTRIA GROUP, INC. — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2014-05-15

Reporting Person: Johnson Craig A. (Pres&CEO, Altria Grp Dist. Co.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock	G	26873	—	Disposed	119940	Direct
2014-05-15	Common Stock	G	26873	—	Acquired	171824	Indirect
2014-05-15	Common Stock	S	18000	$40.0844	Disposed	153824	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30	Indirect
Common Stock	320	Indirect

Footnotes

F1: This transaction involved a gift of securities by the reporting person to his Family Trust.

F2: Total reflects 119,940 shares of Restricted Stock.

F3: The price reported in Column 4 is a weighted average price of all shares sold. The shares were sold in multiple transactions at prices ranging from $40.08 to $40.095. The reporting person undertakes to provide to Altria Group, Inc., any security holder of Altria Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 3 to this Form 4.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.