Sec Form 4 Filing - GLANDON GARY M @ SOLUTIA INC - 2012-02-21

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
GLANDON GARY M
2. Issuer Name and Ticker or Trading Symbol
SOLUTIA INC [ SOA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP, Chief HR Ofcr.
(Last) (First) (Middle)
575 MARYVILLE CENTRE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2012
(Street)
ST. LOUIS, MO63141
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 02/21/2012 M 5,321 A $ 17.95 16,112 D
Common Stock 02/21/2012 F 820 D $ 28.1701 15,292 D
Common Stock 02/21/2012 S 4,501 D $ 28.1701 10,791 D
Common Stock 02/23/2012 M 4,361 A $ 28.05 15,152 D
Common Stock 02/23/2012 F 325 D $ 28.05 14,827 D
Common Stock 02/23/2012 S 4,036 D $ 28.05 10,791 D
Common Stock 500 I Glandon Family Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 17.95 02/21/2012 M 5,321 ( 1 ) 10/17/2020 Common Stock 21,285 $ 17.95 15,964 D
Phantom Stock ( 2 ) 02/21/2012 A 11,674 ( 3 ) ( 3 ) Common Stock 11,674 $ 0 11,674 D
Employee Stock Option (Right to Buy) $ 23.13 02/23/2012 M 4,361 ( 4 ) 02/23/2021 Common Stock 17,447 $ 23.13 13,086 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GLANDON GARY M
575 MARYVILLE CENTRE DRIVE
ST. LOUIS, MO63141
Sr. VP, Chief HR Ofcr.
Signatures
/s/Miriam Rogers Singer, Attorney-in-Fact, Solutia Inc. 02/23/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option vests in four equal installments on April 21, 2011, 2012, 2013 and 2014.
( 2 )Each share of phantom stock is the economic equivalent of 1 share of Solutia common Stock.
( 3 )The phantom stock vests over a 4 year period at a rate of 25% per year on the anniversary of the date of the grant. Pursuant to the Agreement and Plan of Merger by and among Solutia Inc., Eastman Chemical Company and Eagle Merger Sub Corporation dated January 26, 2012 (the "Merger Agreement"), as of the Effective Time, as defined in the Merger Agreement, each phantom stock will be converted to a cash amount equal to the closing price of a share of Solutia common stock as of the Effective Time.
( 4 )The options vest in four equal installments on February 23, 2012, 2013, 2014 and 2015.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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