Sec Form 4 Filing - WILSON W DAVID @ POLYONE CORP - 2008-03-06

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 WILSON W DAVID 2. Issuer Name and Ticker or Trading Symbol POLYONE CORP [ POL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr Vice President & CFO (Last) (First) (Middle) POLYONE CENTER, 33587 WALKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2008 (Street) AVON LAKE, OH44012 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 ( 1 ) 03/07/2008 A 11,900 A $ 0 90,187 D Common Stock ( 2 ) 03/07/2008 F 4,481 D $ 6.6 85,706 D Common Stock 70,309 I Savings Plan Trust ( 3 ) Common Stock 20 I by Daughter

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 Restricted Stock Units ( 4 ) 03/06/2008 A 13,100 03/06/2011 03/06/2011 Common Stock 13,100 $ 0 13,100 D Stock Appreciation Right $ 6.765 03/06/2008 A 32,600 ( 5 ) 03/05/2015 Common Stock 32,600 $ 0 32,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILSON W DAVID POLYONE CENTER 33587 WALKER ROAD AVON LAKE, OH44012 Sr Vice President & CFO Signatures By: Lisa K. Kunkle, Power of Attorney For: W. David Wilson 03/10/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This represents the payout of performance shares in the form of common stock, which were based on specified performance criteria for the 2005 - 2007 performance period. ( 2 )This respresents the withholding of common stock to satisfy the tax withholding obligation for the payout of performance shares for the 2005 - 2007 performance period. ( 3 )The information in this report is based on a PolyOne Retirement Savings Plan statement as of March 5, 2008. PolyOne common shares are held in a unitized fund that consists of stock and cash. The number of shares and the amount of cash may fluctuate daily depending on plan level activity in the fund. ( 4 )Each restricted stock unit represents a contingent right to receive one share of PolyOne common stock. ( 5 )The stock appreciation rights vest in three equal annual installments beginning March 6, 2009.

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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