UNIVERSAL CORP /VA/ — Director's Dealing 2013

May 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2013-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-24	Common Stock	A	8497	$59.72	Acquired	143070	Direct
2012-05-24	Common Stock	F	2810	$59.72	Disposed	140260	Direct
2013-05-28	Common Stock	F	1158	$59.68	Disposed	139102	Direct
2013-05-24	Common Stock	A	14550	$59.72	Acquired	153652	Direct

Footnotes

F1: Previously granted performance shares that vested on May 24, 2013

F2: 2,810 shares of Common Stock were surrendered to the Company to satisfy the withholding taxes relating to 8,487 previously granted performance shares of Common Stock that vested on May 24, 2013.

F3: upon the vesting of restricted stock units and dividend units on the restricted stock units, disposition of common stock to satify tax withholding obligations.

F4: includes 77,054 restricted stock units and 9,319 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.

F5: awarded 14,550 restricted stock awards. The restricted stock 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.