Sec Form 4 Filing - KANTOR JONATHAN D @ CNA FINANCIAL CORP - 2017-03-15

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 AVE. 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2017 (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 03/15/2017 A 37,036 ( 1 ) A $ 0 57,939 D Common Stock 03/15/2017 F( 2 ) 3,182 D $ 44.3 54,757 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

Reporting Owner Name / Address Reporting Owners Relationships Director 10% Owner Officer Other KANTOR JONATHAN D 333 S. WABASH AVE. CHICAGO, IL60604 EVP, Gen. Counsel & Sec. Signatures /s/ Stathy Darcy by Power of Attorney for Jonathan D. Kantor 03/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Company's Incentive Compensation Plan (as amended as of January 1, 2010 and April 27, 2016) provides for the issuance of CNA Financial Corporation's common stock under the Special Supplemental Equity (SSE) and Performance Share Plan (PSP) awards based upon achievement of predetermined financial goals for the 2016 performance cycle. 12,345 SSE shares were achieved with half vesting on March 15, 2017 and the remaining to vest on March 15, 2018. 24,691 PSP shares were achieved and will cliff vest on March 15, 2019. No performance share unit shall vest on such vesting date unless the reporting person has been continuously employed by CNA Financial Corporation from the grant date until such vesting date except as otherwise specified in award terms and employment agreement, if any. ( 2 )The Company's Incentive Compensation Plan (as amended as of January 1, 2010 and April 27, 2016) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants.

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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