Edgar Filing: CAMPBELL J DOUGLAS

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAMPBELL J DOUGLAS

2. Issuer Name and Ticker or Trading Symbol
POLYONE CORP [POL]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

POLYONE CENTER, 33587 WALKER ROAD

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2012

(Street)

AVON LAKE, OH 44012

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/14/2012		P		68,150	A	$ 12.815	68,150	I	By Grat ⁽¹⁾
Common Stock	06/20/2012		P		2,900	A	$ 12.97	71,050	I	By Grat ⁽¹⁾
Common Stock	06/21/2012		P		10,100	A	$ 13.23	81,150	I	By Grat ⁽¹⁾
Common Stock	07/06/2012		A		462	A	$ 14.4624	137,784 ⁽²⁾	I	Deferred Comp Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAMPBELL J DOUGLAS POLYONE CENTER 33587 WALKER ROAD AVON LAKE, OH 44012	X

Signatures

By: Lisa K. Kunkle, Power of Attorney For: J. Douglas Campbell		07/25/2012
^**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)	On June 14, 2012, a grantor retained annuity trust ("GRAT") for the benefit of the Reporting Person, and for which the Reporting Person was the settlor and is the trustee, purchased 68,150 shares of Issuer common stock. On June 20, 2012, the GRAT purchased an additional 2,900 shares of Issuer common stock, and on June 21, 2012, the GRAT purchased an additional 10,100 shares of Issuer common stock. The Reporting Person conducted these purchases in connection with tax planning activities, but was unaware that these purchases were matchable under Section 16(b) of the Securities Exchange Act of 1934 with the Reporting Person's sale of Issuer common stock on June 8, 2012 to the extent of 81,150 shares. The Reporting Person has agreed to pay to the Issuer $55,796.06, less transaction costs, representing the full amount of the "short-swing" profit realized by the Reporting Person in connection with these transactions.
(2)	Shares acquired pursuant to a dividend reinvestment feature of the PolyOne Corporation Deferred Compensation Plan for Non-Employee Directors.

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