Sec Form 4 Filing - PILCH SAMUEL H @ ALLSTATE CORP - 2015-02-18

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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
PILCH SAMUEL H
2. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. Group VP and Controller
(Last) (First) (Middle)
C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2015
(Street)
NORTHBROOK, IL60062-6127
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 02/18/2015 M 3,290 A $ 52.18 21,271 D
Common Stock 02/18/2015 S 3,290 D $ 71.07 17,981 D
Common Stock 4,277 I By 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 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
Employee Stock Option (Right to Buy) $ 70.71 02/18/2015 A 8,105 ( 1 ) 02/18/2025 Common Stock 8,105 $ 0 8,105 D
Restricted Stock Units ( 2 ) 02/18/2015 A 5,371 02/18/2018 02/18/2018 Common Stock 5,371 ( 2 ) 5,371 D
Employee Stock Option (Right to Buy) $ 52.18 02/18/2015 M 3,290 ( 3 ) 02/18/2024 Common Stock 3,290 $ 0 6,582 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PILCH SAMUEL H
C/O THE ALLSTATE CORPORATION
2775 SANDERS ROAD
NORTHBROOK, IL60062-6127
Sr. Group VP and Controller
Signatures
/s/ Efie Vainikos, attorney-in-fact for Samuel H. Pilch 02/20/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Option exercisable in three increments, with one third vesting on February 18, 2016, February 18, 2017, and February 18, 2018, with any fractional shares to be rounded as provided for in award agreement.
( 2 )Award of Restricted Stock Units (RSUs) granted under The Allstate Corporation 2013 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock (on the conversion date), which is February 18, 2018.
( 3 )Remaining increments to vest on February 18, 2016 and February 18, 2017, each representing half of remaining shares under option, with any fractional shares to be rounded pursuant to award agreement.

Remarks:
The cashless exercise of options transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan that became effective on December 12, 2014.

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).
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