UNIVERSAL CORP /VA/ — Director's Dealing 2013

Apr 24, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2013-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	G	700	$51.115	Disposed	133356	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	134056	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	$39.71	2020-06-08	common stock (12668)	12668	Direct
Stock Appreciation Rights	$37.86	2021-06-07	common stock (32134)	32134	Direct

Footnotes

F1: the amount includes 64,400 retricted stock units and 9,373 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.