UNIVERSAL CORP /VA/ — Director's Dealing 2014

Nov 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2014-11-13

Reporting Person: Brewer W Keith (Executive VP & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	6.75% Convertible Perpetual Preferred Stock	$0	P	50	Acquired		Common Stock ()	Direct

Footnotes

F1: Each share of 6.75% Convertible Perpetual Preferred Stock ("Preferred Stock") will have a liquidation preference of $1,000 and will be convertible at any time into shares of Universal Corporation's Common Stock at a conversion rate of 22.0691 shares per share of Preferred Stock, subject to specified adjustments.

F2: The Reporting Person's purchase of the Preferred Stock reported herein may be matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,103.455 shares of Issuer common stock underlying the 50 shares of Preferred Stock purchased on November 13, 2014, with the Reporting Person's sale of 1,103.455 shares of Issuer common stock on June 16, 2014. For the avoidance of doubt, the Reporting Person has paid to the Issuer, $11,930.00, representing the potential short-swing profit as calculated in accordance with the alternative method set forth in Rule 16b-6(c)(2).

F3: The 6.75% Convertible Perpetual Preferred Stock has no expiration date.