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: 2014-05-14

Reporting Person: McQUADE KATHRYN B. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	A	4332	—	Acquired	15401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-14	Phantom Stock Units	$	A	278	Acquired		Common Stock (278)	Direct

Footnotes

F1: Deferred Stock awarded under the Stock Compensation Plan for Non-Employee Directors.

F2: Includes 14,401 deferred shares held in the Stock Compensation Plan for Non-Employee Directors, including 125 shares acquired through the reinvestment of dividends since March 31, 2014, the date of the last reportable transaction.

F3: Phantom Stock Units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

F4: The units were acquired on May 14, 2014 pursuant to the Deferred Fee Plan for Non-Employee Directors.

F5: 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.

F6: The average of the high and low price of Altria Group, Inc. common stock on May 14, 2014.

F7: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This total includes the May 14, 2014 acquisition of 278 share equivalents under the Deferred Fee Plan for Non-Employee Directors and 38 share equivalents acquired through the reinvestment of dividends since March 31, 2014, the date of the last reportable transaction.