Form 4 Beran David R. For: Nov 02 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

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^*

Beran David R.

(Last)

(First)

(Middle)

6601 WEST BROAD STREET

(Street)

RICHMOND

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2009		M		12,888	A	$ 10.5776	378,109	D
Common Stock	11/02/2009		F		7,495	D	$ 18.19	370,614	D
Common Stock	11/02/2009		M		41,181	A	$ 10.4228	411,795	D
Common Stock	11/02/2009		F		23,597	D	$ 18.19	388,198	D
Common Stock	11/02/2009		M		29,871	A	$ 12.4985	418,069	D
Common Stock	11/02/2009		F		20,525	D	$ 18.19	397,544	D
Common Stock	11/02/2009		M		5,843	A	$ 15.0931	403,387	D
Common Stock	11/02/2009		F		4,849	D	$ 18.19	398,538	D
Common Stock	11/02/2009		M		28,286	A	$ 15.0931	426,824	D
Common Stock	11/02/2009		F		23,471	D	$ 18.19	403,353 ⁽¹⁾	D
Common Stock								65,345	I ⁽²⁾	DPS

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 10.5776

11/02/2009

12,888

08/08/2001

01/26/2010

Common Stock

12,888

$ 10.5776

Option (Right to Buy)

$ 10.4228

11/02/2009

41,181

02/22/2002

01/26/2010

Common Stock

41,181

$ 10.4228

Option (Right to Buy)

$ 12.4985

11/02/2009

29,871

08/11/2004

01/31/2011

Common Stock

29,871

$ 12.4985

Option (Right to Buy)

$ 15.0931

11/02/2009

5,843

11/09/2005

01/31/2011

Common Stock

5,843

$ 15.0931

Option (Right to Buy)

$ 15.0931

11/02/2009

28,286

11/09/2005

06/12/2011

Common Stock

28,286

$ 15.0931

Explanation of Responses:

1. Includes 100,900 shares of Restricted Stock and 77,298 shares of Deferred Stock.

2. Shares held in the Altria Deferred Profit Sharing Plan.

	W. Hildebrandt Surgner, Jr. for David R. Beran	11/04/2009
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Authorization and Designation
To Sign and File
Section 16 Reporting Forms

The undersigned, an executive officer of Altria Group, Inc., 
a Virginia corporation (the Company), does hereby authorize 
and designate Louanna O. Heuhsen, W. Hildebrandt Surgner, Jr.
or Angela M. Crosby to sign and file on his behalf any and 
all Forms 4 and 5 relating to equity securities of the 
Company with the Securities and Exchange Commission pursuant 
to the requirements of Section 16 of the Securities Exchange 
Act of 1934 (Section 16).  This authorization, unless earlier 
revoked in writing, shall be valid until the undersigned's 
reporting obligations under Section 16 with respect to equity 
securities of the Company shall cease.  All prior such 
authorizations are hereby revoked.

IN WITNESS WHEREOF, the undersigned has executed this 
Authorization and Designation this 10th day of September, 2009.

/s/
David R. Beran

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment