Sec Form 4 Filing - English Steven Eugene @ State Auto Financial CORP - 2017-03-10

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
English Steven Eugene
2. Issuer Name and Ticker or Trading Symbol
State Auto Financial CORP [ STFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
518 E. BROAD STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2017
(Street)
COLUMBUS, OH43215
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 Shares without par value 03/10/2017 F( 2 ) 914 D $ 27.18 21,802.566 ( 1 ) 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 Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
English Steven Eugene
518 E. BROAD STREET
COLUMBUS, OH43215
Senior Vice President
Signatures
/s/Steven E. English by Melissa A. Centers, attorney in fact, pursuant to POA filed with commission on 3-7-16. 03/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes the following acquisitions: 60.221 shares acquired in March 2016, 63.769 shares acquired in June 2016, 58.762 shares acquired in September 2016 and 51.636 shares acquired in December 2016 under the STFC Dividend Reinvestment Plan; 539.950 shares acquired in June 2016 and 514.339 shares acquired in December 2016 through the State Auto Financial Corp. Employee Stock Purchase Plan; 45.063, 42.513 and 39.439 shares acquired in 2016 as Restricted Reinvestment.
( 2 )Represents common shares surrendered by the reporting person to STFC (or disposed to the issuer thereof) for payment of tax liability incident to a prior stock award of 2,572 common shares which vested on March 6, 2017. Prior thereto, such disposition to the issuer had been approved by the STFC Compensation Committee pursuant to Rule 16-b-3 (e) and is therefore exempt from the provisions of Section 16 (b) of the Securities Exchange Act of 1934. The price per share of $27.18 represents the closing price of STFC's common shares on March 6, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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