Altria (MO) Form 4 ALTRIA / GEORGE MUNOZ ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MUNOZ GEORGE

(Last) (First) (Middle)

6601 WEST BROAD STREET

(Street)

RICHMOND VA 23230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTRIA GROUP, INC. [ MO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								68,385(1)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Phantom Stock Units	(2)	02/15/2019		J		0(3)		(4)	(4)	Common Stock	0	$0	13,083(5)	D
Phantom Stock Units	(2)	02/15/2019		M			934(6)	(4)	(4)	Common Stock	934	$49.07(7)	12,149(8)	D

Explanation of Responses:

1. Includes 38,156 deferred shares held under the Stock Compensation Plan for Non-Employee Directors, including an increase of 1,513 shares acquired through the reinvestment of dividends since May 17, 2018, the date of the last reportable transaction.

2. Phantom stock units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

3. No share equivalents acquired or disposed.

4. The participant will receive distributions of phantom stock units in cash either prior to or following termination of service as a member of the issuer's board of directors, as previously elected by the participant.

5. Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This includes an increase of 519 share equivalents acquired through the reinvestment of dividends since May 17, 2018, the date cumulative holdings in the Deferred Fee Plan for Non-Employee Directors were last reported to the SEC.

6. These share equivalents are being settled in cash pursuant to the Deferred Fee Plan for Non-Employee Directors.

7. The average of the high and low price of Altria Group, Inc. common stock on February 15, 2019.

8. Share equivalents held in the Deferred Fee Plan for Non-Employee Directors.

	W. Hildebrandt Surgner, Jr. for George Munoz	02/20/2019
	** Signature of Reporting Person	Date
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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