UNIVERSAL CORP /VA/ — Director's Dealing 2012

May 2, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2012-03-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	93815	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$62.66	2017-05-24	common stock (31800)	31800	Direct
Stock Appreciation Rights	$51.32	2018-05-28	common stock (24200)	24200	Direct
Stock Appreciation Rights	$35.30	2019-05-27	common stock (20000)	20000	Direct
Stock Appreciation Rights	$39.71	2020-06-08	common stock (38000)	38000	Direct
Stock Appreciation Rights	$37.86	2021-06-07	common stock (48200)	48200	Direct
Options to by Common Stock	$47.28	2012-12-05	Common Stock (4144)	4144	Direct
Options to by Common Stock	$48.21	2012-12-05	Common Stock (5671)	5671	Direct

Footnotes

F1: the amount includes 53,050 retricted stock units and 6,854 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 the individual is a covered employee under code section 162(m) on the date of vesting.

F2: after a 12 month perod of the grant date, 1/3 total shares are exercisable and an additional 1/3 for each anniversary date after that for 3 such periods.

F3: options issued under the executive stock plan.