Sec Form 4 Filing - RUBIN STEVEN @ ACCO BRANDS CORP - 2012-03-19

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 RUBIN STEVEN 2. Issuer Name and Ticker or Trading Symbol ACCO BRANDS CORP [ ABD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP, Sec. and Gen. Counsel (Last) (First) (Middle) C/O ACCO BRANDS CORPORATION, 300 TOWER PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2012 (Street) LINCOLNSHIRE, IL60069 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 03/19/2012 M 11,000 A $ 0 81,882 D Common Stock 03/19/2012 F 3,312 D $ 12.86 78,570 D

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 $ 0 03/19/2012 M 11,000 ( 1 ) ( 1 ) Common Stock 11,000 $ 0 0 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 12,000 12,000 D Stock Option (right to buy) ( 3 ) $ 8.93 05/18/2012 05/17/2018 Common Stock 26,500 26,500 D Stock Option (right to buy) ( 4 ) $ 14.02 04/07/2009 04/06/2015 Common Stock 21,600 21,600 D Stock Option (right to buy) ( 4 ) $ 21.49 03/16/2008 03/15/2014 Common Stock 6,000 6,000 D Stock Option (right to buy) $ 8.78 08/17/2005 02/26/2013 Common Stock 7,500 7,500 D Stock Option (right to buy) $ 16.61 08/17/2005 02/25/2014 Common Stock 7,500 7,500 D Stock Option (right to buy) $ 12.77 02/22/2006 02/22/2015 Common Stock 15,000 15,000 D Stock Option (right to buy) ( 4 ) $ 22.68 12/07/2006 12/06/2012 Common Stock 31,000 31,000 D Stock Settled Stock Appreciation Rights ( 5 ) $ 0.81 02/26/2010 02/25/2016 Common Stock 21,666 21,666 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUBIN STEVEN C/O ACCO BRANDS CORPORATION 300 TOWER PARKWAY LINCOLNSHIRE, IL60069 Sr. VP, Sec. and Gen. Counsel Signatures Steve Rubin 03/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units (RSUs) granted under the Issuer's 2005 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock on March 19, 2012 (the "Vesting Date") provided the Reporting Person remains employed by the Issuer at that time, subject to acceleration as provided in said Plan. ( 2 )Restricted Stock Units (RSUs) granted under the Issuer's Amended and Restated 2011 Incentive Plan. Each RSU represents the right to receive one share of the Issuer's common stock on May 18, 2014 (the "Vesting Date") provided the Reporting Person remains employed by the Issuer at that time, subject to acceleration as provided in said Plan. ( 3 )Nonqualified employee stock options granted under the Issuer's Amended and Restated 2011 Incentive Plan. One-third of original grant vests annually. All vested options are exercisable. Options expire seven years from the grant date, if not earlier terminated or exercised in full, subject to acceleration as provided in said Plan. ( 4 )Nonqualified employee stock options granted under the Issuer's 2005 Incentive Plan. One-third of original grant vests annually. All vested options are exercisable. Options expire seven years from the grant date, if not earlier terminated or exercised in full, subject to acceleration as provided in said Plan. ( 5 )Stock settled stock appreciation rights granted under the Issuer's 2005 Incentive Plan. One-third of original grant vests annually. All vested appreciation rights are exercisable. Rights expire seven years from the grant date, if not earlier terminated or exercised in full, subject to acceleration as provided in said Plan.

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).

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