Sec Form 4 Filing - McAlindon Julie A. @ POLYONE CORP - 2014-05-06

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 McAlindon Julie A. 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) X __ Other (specify below) SVP & President DSS/SVP & President DSS (Last) (First) (Middle) POLYONE CENTER, 33587 WALKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2014 (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 05/06/2014 M 2,600 A $ 23.08 20,037 D Common Stock 05/06/2014 D 1,908 D $ 38.37 18,129 D Common Stock 05/06/2014 M 2,000 A $ 14.61 20,129 D Common Stock 05/06/2014 D 1,168 D $ 38.37 18,961 D Common Stock 05/06/2014 M 1,400 A $ 14.81 20,361 D Common Stock 05/06/2014 D 821 D $ 38.37 19,540 D Common Stock 05/07/2014 S 2,103 D $ 38.305 17,437 D Common Stock 5,056.181 I Savings Plan Trust ( 1 )

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 Stock Appreciation Rights $ 14.61 05/06/2014 M 2,000 ( 2 ) 02/14/2022 Common Stock 2,000 $ 0 2,000 D Stock Appreciation Rights $ 14.81 05/06/2014 M 1,400 ( 3 ) 02/16/2021 Common Stock 1,400 $ 0 0 D Stock Appreciation Rights $ 23.08 05/06/2014 M 2,600 ( 4 ) 02/15/2023 Common Stock 2,600 $ 0 5,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McAlindon Julie A. POLYONE CENTER 33587 WALKER ROAD AVON LAKE, OH44012 SVP & President DSS SVP & President DSS Signatures By: Lisa K. Kunkle, Power of Attorney For: Julie A. McAlindon 05/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The information in this report is based on a PolyOne Retirement Savings Plan statement as of May 07, 2014. 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. ( 2 )SARs become exercisable and vest one-third on the attainment of 10%, 15% and 20% stock appreciation (which must be maintained for a minimum of thirty consecutive trading days) from the grant date closing price of $14.61 per share, with no more than one-third vesting per year during the first three years. ( 3 )The stock appreciation rights vest in three equal annual installments beginning February 16, 2012. ( 4 )SARs become exercisable and vest only upon the achievement of both price and time requirements. To vest, each one-third of the grant must attain 10%, 15% and 20% stock appreciation, respectively (which must be maintained for a minimum of thirty consecutive trading days) from the grant date closing price of $23.08 per share and no more than one-third of the grant can vest per year during the first three years.

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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