Edgar Filing: NAVIKAS DAVID B

Ownership Submission

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 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 ^*

NAVIKAS DAVID B

2. Issuer Name and Ticker or Trading Symbol
PPG INDUSTRIES INC [PPG]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP Finance & CFO

(Last)

(First)

(Middle)

PPG INDUSTRIES, INC., ONE PPG PLACE

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2013

(Street)

PITTSBURGH, PA 15272

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/31/2013		S		524 ⁽¹⁾	D	$ 0	17,852	D
Common Stock								2,966.2314 ⁽²⁾	I	By 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Phantom Stock Units

⁽³⁾

01/31/2013

8.102

⁽⁴⁾

Common Stock

8.102

$ 137.87

7,001.918 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NAVIKAS DAVID B PPG INDUSTRIES, INC. ONE PPG PLACE PITTSBURGH, PA 15272			Sr. VP Finance & CFO

Signatures

Greg E. Gordon, Attorney-in-Fact for David B. Navikas		02/01/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person tendered 3,500 shares of common stock of PPG Industries, Inc. ("PPG") in an exchange offer commenced by PPG on December 27, 2012 in exchange for 3.2562 shares of common stock of Eagle Spinco Inc. ("Splitco") per share of PPG stock tendered, which is adjusted by a proration factor. On January 31, 2013, PPG announced a final proration factor of 14.986286% for the exchange offer. In connection with the previously announced merger of a wholly owned subsidiary of Axiall Corporation with Splitco, each share of Splitco common stock received by the reporting person in the exchange offer converted automatically into one share of Axiall Corporation common stock.
(2)	Total amount of shares held for the reporting person in the reporting person's account in the PPG Industries Employee Savings Plan as of January 31, 2013.
(3)	The security converts to common stock on a one-for-one basis.
(4)	After termination of employment with PPG.
(5)	Total of all phantom stock units held by the reporting person in the PPG Industries, Inc. Deferred Compensation Plan.

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