UNIVERSAL CORP /VA/ — Director's Dealing 2014

Apr 15, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: UNIVERSAL CORP /VA/ (UVV)
CIK: 0000102037
Period of Report: 2014-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	G	1990	—	Disposed	152089	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	154079	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	$37.86	2021-06-07	Common Stock (16067)	16067	Direct

Footnotes

F1: The amount includes 77,054 restricted stock units and 10,800 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.