Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Bindner Robert T
2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2019
3. Issuer Name and Ticker or Trading Symbol
POLYONE CORP [POL]
(Last)
(First)
(Middle)
POLYONE CENTER, 33587 WALKER ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, President of PP&S
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AVON LAKE, OH 44012
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 25,356
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1) 02/15/2020 Common Stock 1,513 (2) $ (1) D  
Restricted Stock Units   (3) 02/14/2021 Common Stock 1,244 (2) $ (3) D  
Restricted Stock Units   (4) 12/01/2021 Common Stock 3,019 (2) $ (4) D  
Restricted Stock Units   (5) 02/11/2022 Common Stock 3,700 (2) $ (5) D  
Stock Appreciation Rights   (6) 02/14/2022 Common Stock 3,000 $ 14.61 D  
Stock Appreciation Rights   (7) 02/15/2023 Common Stock 2,600 $ 23.08 D  
Stock Appreciation Rights   (8) 02/11/2024 Common Stock 2,400 $ 35.07 D  
Stock Appreciation Rights   (9) 02/04/2025 Common Stock 3,350 $ 38.27 D  
Stock Appreciation Rights   (10) 02/10/2026 Common Stock 4,520 $ 24.98 D  
Stock Appreciation Rights   (11) 02/15/2027 Common Stock 4,400 $ 34.1 D  
Stock Appreciation Rights   (12) 02/14/2028 Common Stock 3,480 $ 41.89 D  
Stock Appreciation Rights   (13) 02/11/2029 Common Stock 11,500 $ 31.54 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bindner Robert T
POLYONE CENTER
33587 WALKER ROAD
AVON LAKE, OH 44012
      SVP, President of PP&S  

Signatures

/s/ Lisa K. Kunkle, Power of Attorney For: Robert T. Bindner 02/20/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The restricted stock units vest 3 years from the grant date on February 15, 2020.
(2) The restricted stock units include all dividend equivalents acquired since the date of grant. Dividend equivalents are subject to the same restrictions as the underlying grant of restricted stock units.
(3) The restricted stock units vest 3 years from the grant date on February 14, 2021.
(4) The restricted stock units vest 3 years from the grant date on December 1, 2021.
(5) The restricted stock units vest 3 years from the grant date on February 11, 2022.
(6) 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.
(7) 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.
(8) 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 $35.07 per share and no more than one-third of the grant can vest per year during the first three years.
(9) 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 $38.27 per share and no more than one-third of the grant can vest per year during the first three years.
(10) 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 $24.98 per share and no more than one-third of the grant can vest per year during the first three years.
(11) 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 $34.10 per share and no more than one-third of the grant can vest per year during the first three years.
(12) 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 $41.89 per share and no more than one-third of the grant can vest per year during the first three years.
(13) 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 $31.54 per share and no more than one-third of the grant can vest per year during the first three years.

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