Edgar Filing: UNIVERSAL CORP /VA/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Brewer W Keith

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL CORP /VA/ [UVV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP & COO

(Last)

(First)

(Middle)

9201 FOREST HILL AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2014

(Street)

RICHMOND, VA 23235

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

6.75% Convertible Perpetual Preferred Stock

$ 0 ⁽¹⁾

11/13/2014

P⁽²⁾

11/13/2014

⁽³⁾

Common Stock

⁽¹⁾

$ 1,020

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brewer W Keith 9201 FOREST HILL AVENUE RICHMOND, VA 23235			Executive VP & COO

Signatures

W. Keith Brewer, by Preston D. Wigner, Power of Attorney		11/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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).
(3)	The 6.75% Convertible Perpetual Preferred Stock has no expiration date.

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