UNIVERSAL CORP /VA/ — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2014-05-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-23	Common Stock	A	14882	—	Acquired	167766	Direct
2014-05-23	Common Stock	F	4926	$52.16	Disposed	162840	Direct
2013-05-27	Common Stock	F	1547	$52.67	Disposed	161293	Direct

Footnotes

F1: Previously granted performance shares that vested on May 23, 2014.

F2: Shares of common stock surrendered to the Company to satisfy the withholding taxes relating to previously granted performance shares of Common Stock that vested on May 23, 2014.

F3: Disposition of common stock to satisfy tax withholding obligation upon vesting of restricted stock units and dividend units on the restricted stock units.

F4: Includes 73,713 restricted stock units and 10,838 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.