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 *
Kiesling William G
   2. Issuer Name and Ticker or Trading Symbol
CSS INDUSTRIES INC [CSS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and General Counsel
(Last)
(First)
(Middle)
C/O CSS INDUSTRIES, INC., 1845 WALNUT STREET, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2013
(Street)

PHILADELPHIA, PA 19103		 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
Restricted Stock Units 05/20/2013   A   7,100 (1) A $ 0 27,363 D  
Common Stock ($.10 par value)               4,182 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call (Stock) Option $ 18.48 05/20/2013   A   17,250 (2)   05/21/2013 05/21/2019 Common Stock 17,250 $ 0 17,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kiesling William G
C/O CSS INDUSTRIES, INC.
1845 WALNUT STREET, SUITE 800
PHILADELPHIA, PA 19103		       VP and General Counsel  

Signatures

 Michael A. Santivasci, Attorney in Fact   05/22/2013
**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 reported transaction reflects the satisfaction of a "total shareholder return" ("TSR") performance goal for restricted stock units ("RSUs") granted on 5/21/2012(the "Grant Date"). On 05/20/2013, the Human Resources Committee of the Issuer's Board of Directors certified that the TSR performance goal had been attained. Each RSU will be redeemed automatically for one share of Issuer common stock upon satisfaction of service-based vesting conditions.
(2) The reported transaction reflects the satisfaction of a TSR performance goal for call stock options ("Options") granted on 05/21/2012 (the "Grant Date"). On 05/20/2013, the Human Resources Committee of the Issuer's Board of Directors certified that the TSR performance goal had been attained. Options become exercisable in installments, with 25% of the optioned securities becoming exercisable each of the 1st, 2nd, 3rd and 4th anniversaries of the Grant Date. To the extent not exercised, installments are cumulative.

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