FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARTIN RANDY C 		2. Issuer Name and Ticker or Trading Symbol

SPARTECH CORP [ SEH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EXECUTIVE VP & CFO
(Last)          (First)          (Middle)

120 S. CENTRAL AVENUE, SUITE 1700 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2013
(Street)

CLAYTON, MO 63105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/13/2013     D    50606   D   (1) 10337   D    
Common Stock   3/13/2013     D    10337   D   (2) 0   D    
Common Stock   3/13/2013     D    10673   D   (1) 0   I   By 401(k) Plan  
Common Stock   3/13/2013     D    100   D   (1) 0   I   By IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Incentive Stock Option     (3) 3/13/2013     D         4400      (3) 12/10/2013   Common Stock   4400     (3) 0   D    
Non-Qualified Stock Option     (4) 3/13/2013     D         25600      (4) 12/10/2013   Common Stock   25600     (4) 0   D    
Incentive Stock Option     (5) 3/13/2013     D         3500      (5) 12/9/2014   Common Stock   3500     (5) 0   D    
Non-Qualified Stock Option     (6) 3/13/2013     D         32500      (6) 12/9/2014   Common Stock   32500     (6) 0   D    
Non-Qualified Stock Option     (7) 3/13/2013     D         30000      (7) 12/18/2015   Common Stock   30000     (7) 0   D    
Stock Appreciation Right     (8) 3/13/2013     D         17700      (8) 12/14/2016   Common Stock   17700     (8) 0   D    
Stock Appreciation Right     (9) 3/13/2013     D         42100      (9) 12/18/2017   Common Stock   42100     (9) 0   D    
Stock Appreciation Right     (10) 3/13/2013     D         54694      (10) 12/15/2019   Common Stock   54694     (10) 0   D    
Stock Appreciation Right     (11) 3/13/2013     D         11600      (11) 12/15/2020   Common Stock   11600     (11) 0   D    
Stock Appreciation Right     (12) 3/13/2013     D         10337      (12) 12/11/2022   Common Stock   10337     (12) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to an Agreement and Plan of Merger, dated October 23, 2012 (the "Merger Agreement"), by and among PolyOne Corporation ("PolyOne"), 2012 RedHawk, Inc. ("Merger Sub"), 2012 RedHawk, LLC (n/k/a PolyOne Designed Structures and Solutions LLC) ("Merger LLC"), and Spartech Corporation ("Spartech"), pursuant to which Spartech first merged with and into Merger Sub with Spartech surviving the merger as a wholly owned subsidiary of PolyOne, and subsequently merged with and into Merger LLC, with Merger LLC as the surviving entity as a wholly owned subsidiary of PolyOne. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of Spartech common stock (other than the shares of restricted stock described under footnote (2) below) was converted into the right to receive (i) .3167 of a PolyOne common share and (ii) $2.67 in cash.
( 2)  Pursuant to the Merger Agreement, at the Effective Time, these shares of Spartech restricted stock, which provided for vesting in four equal annual installments beginning December 12, 2013, were assumed by PolyOne and converted into a restricted share award relating to 4,513 shares of PolyOne common stock.
( 3)  Pursuant to the Merger Agreement, at the Effective Time, this option, which is fully vested and exercisable as of the Effective Time, was assumed by PolyOne and converted into an option to acquire 1,921 shares of PolyOne common stock at $50.17 per share.
( 4)  Pursuant to the Merger Agreement, at the Effective Time, this option, which is fully vested and exercisable as of the Effective Time, was assumed by PolyOne and converted into an option to acquire 11,176 shares of PolyOne common stock at $50.17 per share.
( 5)  Pursuant to the Merger Agreement, at the Effective Time, this option, which is fully vested and exercisable as of the Effective Time, was assumed by PolyOne and converted into an option to acquire 1,528 shares of PolyOne common stock at $59.60 per share.
( 6)  Pursuant to the Merger Agreement, at the Effective Time, this option, which is fully vested and exercisable as of the Effective Time, was assumed by PolyOne and converted into an option to acquire 14,189 shares of PolyOne common stock at $59.60 per share.
( 7)  Pursuant to the Merger Agreement, at the Effective Time, this option, which is fully vested and exercisable as of the Effective Time, was assumed by PolyOne and converted into an option to acquire 13,098 shares of PolyOne common stock at $48.54 per share.
( 8)  Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which are fully vested and exercisable as of the Effective Time, were assumed by PolyOne and replaced with stock appreciation rights related to 7,727 PolyOne common shares with a base price of $60.50 per share.
( 9)  Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which are fully vested and exercisable as of the Effective Time, were assumed by PolyOne and replaced with stock appreciation rights related to 18,380 PolyOne common shares with a base price of $30.99 per share.
( 10)  Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which are fully vested and exercisable as of the Effective Time, were assumed by PolyOne and replaced with stock appreciation rights related to 23,879 PolyOne common shares with a base price of $22.02 per share.
( 11)  Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which are fully vested and exercisable as of the Effective Time, were assumed by PolyOne and replaced with stock appreciation rights related to 5,064 PolyOne common shares with a base price of $20.16 per share.
( 12)  Pursuant to the Merger Agreement, at the Effective Time, these stock appreciation rights, which provide for vesting in four equal annual installments beginning on December 12, 2013, were assumed by PolyOne and replaced with stock appreciation rights related to 4,513 PolyOne common shares with a base price of $20.53 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARTIN RANDY C
120 S. CENTRAL AVENUE, SUITE 1700
CLAYTON, MO 63105

EXECUTIVE VP & CFO

Signatures
/s/ Randy C. Ridenhour, Power of Attorney for Randy C. Martin 3/13/2013
** 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 control number.
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