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 *
MCMULLEN KEVIN M
  2. Issuer Name and Ticker or Trading Symbol
OMNOVA SOLUTIONS INC [OMN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of Board & CEO & Pres
(Last)
(First)
(Middle)
175 GHENT ROAD
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2013
(Street)

FAIRLAWN, OH 44333-3300
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)
Code V Amount (A) or (D) Price
Common Stock 01/23/2013   A   17,977 (1) A $ 0 790,301 D  
Common Stock 01/23/2013   F   6,197 (2) D $ 7.8 784,104 D  
Common Stock 01/23/2013   A   103,700 (3) A $ 0 887,804 D  
Common Stock               17,216.06 (4) I Plan Trust

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCMULLEN KEVIN M
175 GHENT ROAD
FAIRLAWN, OH 44333-3300
  X     Chairman of Board & CEO & Pres  

Signatures

 Kristine C. Syrvlain, Attorney-in-fact for Kevin M. McMullen   01/25/2013
**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) Reflects shares issued pursuant to the terms of a performance share award granted on February 9, 2011 under the OMNOVA Solutions Inc. Second Amended and Restated 1999 Equity and Performance Incentive Plan. On January 23, 2013, the Compensation and Corporate Governance Committee determined the extent to which the performance objectives established in February 2011 had been achieved and, accordingly, awarded the number of shares reflected herein.
(2) Represents shares withheld to satisfy the executive's tax withholding obligations upon vesting of performance shares. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).
(3) Granted under the OMNOVA Solutions Inc. Third Amended and Restated 1999 Equity and Performance Incentive Plan pursuant to a Restricted Stock Agreement dated 01/23/2013.
(4) Shares held in the OMNOVA Solutions Retirement Savings Plan as of 1/23/2013 per the Plan Administrator's Records.

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