Sec Form 4 Filing - KANTOR JONATHAN D @ CNA FINANCIAL CORP - 2014-02-12

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 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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1. Name and Address of Reporting Person KANTOR JONATHAN D 2. Issuer Name and Ticker or Trading Symbol CNA FINANCIAL CORP [ CNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Gen. Counsel & Sec. (Last) (First) (Middle) 333 S. WABASH 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2014 (Street) CHICAGO, IL60604 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/12/2014 M 30,000 A $ 26.27 30,000 D Common Stock 02/12/2014 S 30,000 D $ 42.2 ( 1 ) 0 D Common Stock 02/12/2014 M 30,000 A $ 27.27 30,000 D Common Stock 02/12/2014 S 30,000 D $ 42.2 ( 1 ) 0 D Common Stock ( 2 ) 02/12/2014 M 30,000 A $ 42.28 8,017 D Common Stock 02/12/2014 F( 3 ) 3,879 D $ 42.28 4,138 D Common Stock ( 4 ) 02/12/2014 M 22,500 A $ 42.28 13,035 D Common Stock 02/12/2014 F( 5 ) 4,588 D $ 42.28 8,447 D Common Stock ( 6 ) 02/12/2014 M 22,500 A $ 42.28 16,519 D Common Stock 02/12/2014 F( 7 ) 4,163 D $ 42.28 12,356 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Options $ 26.27 02/12/2014 M 30,000 ( 8 ) 04/28/2014 Common Stock 30,000 $ 0 ( 9 ) 0 D Stock Options $ 27.27 02/12/2014 M 30,000 ( 10 ) 02/09/2015 Common Stock 30,000 $ 0 ( 9 ) 0 D Stock Appreciation Rights $ 30.98 02/12/2014 M 30,000 ( 11 ) 02/08/2016 Common Stock 30,000 $ 0 ( 12 ) 0 D Stock Appreciation Rights $ 25.56 02/12/2014 M 22,500 ( 13 ) 03/03/2020 Common Stock 22,500 $ 0 ( 12 ) 7,500 D Stock Appreciation Rights $ 27.11 02/12/2014 M 22,500 ( 14 ) 01/28/2021 Common Stock 22,500 $ 0 ( 12 ) 7,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANTOR JONATHAN D 333 S. WABASH CHICAGO, IL60604 EVP, Gen. Counsel & Sec. Signatures Jonathan D. Kantor 02/13/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $42.57 to $41.975. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon reques t to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )The Reporting Person exercised 30,000 Stock Appreciation Rights and as such received a gain of 8,017 shares of the issuers common stock. ( 3 )The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on February 8, 2006. ( 4 )The Reporting Person exercised 22,500 Stock Appreciation Rights and as such received a gain of 8,897 shares of the issuers common stock. ( 5 )The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on March 3, 2010. ( 6 )The Reporting Person exercised 22,500 Stock Appreciation Rights and as such received a gain of 8,072 shares of the issuers common stock. ( 7 )The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on January 28, 2011. ( 8 )As previously reported, the option became exercisable in four equal annual installments beginning on April 28, 2005. ( 9 )The Reporting Person received the Stock Options at no cost. ( 10 )As previously reported, the option became exercisable in four equal annual installments beginning on February 9, 2006. ( 11 )As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on February 8, 2007. ( 12 )The Reporting Person received the Derivative Security pursuant to a grant of stock appreciation rights at no cost. ( 13 )As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on March 3, 2011. ( 14 )As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on January 28, 2012.

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