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: Brewer W Keith (Executive VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-07	Common Stock-restricted stock units	A	8500	$37.86	Acquired	57901	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-07	Stock Appreciation rights	$37.86	A	34000	Acquired	2021-06-07	Common Stock (34000)	Direct

Footnotes

F1: Upon the vesting of restricted stock units and dividend units on the restricted stock units, disposition of common stock to satisfy tax withholding obligations.

F2: includes 39550 restricted stock units and 3481 dividend units on the restricted stock units. The restricted stock units and the dividend units vest on the fifth anniversary of the award date, however payment will be delayed until termination of service if individual is a covered employee under code Section 162(m) on the date of vesting.

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.