UNIVERSAL CORP /VA/ — Director's Dealing 2011

Jun 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2011-06-07

Reporting Person: FREEMAN GEORGE C III (Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-07	Common Stock - restricted stock units	A	12050	$37.86	Acquired	90092	Direct
2011-06-06	Common Stock	G	395	$38.685	Disposed	89697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-07	stock appreciation rights	$37.86	A	48200	Acquired	2021-06-07	Common stock (48200)	Direct

Footnotes

F1: awarded 12050 restricted stock units. The restricted stock units vest on the fifth anniversary of the award date, however, payment will be delayed until termination if the individual is a covered employee under Section 162(m) on the date of vesting.

F2: includes 57050 restricted stock units and 5749 dividend units on the restricted stock.

F3: after a 12 month period of the grant date, 1/3 total shares are exercisable and an additional 1/3 for each anniversary date after for 3 such periods.