Sec Form 4 Filing - BENET JAY S @ TRAVELERS COMPANIES, INC. - 2014-02-19

Insider filing report for Changes in Beneficial Ownership
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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
BENET JAY S
2. Issuer Name and Ticker or Trading Symbol
TRAVELERS COMPANIES, INC. [ TRV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman and CFO
(Last) (First) (Middle)
THE TRAVELERS COMPANIES, INC., 385 WASHINGTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2014
(Street)
ST. PAUL, MN55102
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 02/19/2014 A( 1 ) 28,275.979 A $ 0 54,380.786 D
Common Stock 02/19/2014 F 13,963 D $ 84.58 40,417.786 D
Common Stock 02/20/2014 M( 2 ) 5,361 A $ 44.79 45,778.786 D
Common Stock 02/20/2014 S( 2 ) 5,361 D $ 83.744 ( 3 ) 40,417.786 D
Common Stock 16,129 I By Grantor Retained Annuity Trust
Common Stock 742.787 I 401(k) Plan
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 Execu tion 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 (Right to Buy) $ 44.79 02/20/2014 M( 2 ) 5,361 02/06/2009 02/06/2016 Common Stock 5,361 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENET JAY S
THE TRAVELERS COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MN55102
Vice Chairman and CFO
Signatures
/s/Wendy C. Skjerven, by power of attorney 02/21/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common stock paid out upon achievement of performance objectives contained in performance share rights granted in 2011.
( 2 )This transaction was made pursuant to a trading plan entered into in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934 and previously disclosed in the Issuer's Form 10-K filed on February 13, 2014 with the Securities and Exchange Commission.
( 3 )Represents the weighted average sales price for price increments ranging from $83.43 to $84.29. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

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).

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