Sec Form 4 Filing - TRIPODI JOSEPH V @ ALLSTATE CORP - 2007-06-11

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
TRIPODI JOSEPH V
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
_____ Officer (give title below) X __ Other (specify below)
SVP Allstate Insurance Company
(Last) (First) (Middle)
C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2007
(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 06/11/2007 M 4,459 A $ 40.6 12,621 D
Common Stock 06/11/2007 M 15,541 A $ 40.6 28,162 D
Common Stock 06/11/2007 S 14,389 D $ 60.8976 13,773 D
Common Stock 06/11/2007 F( 1 ) 590 D $ 61.13 13,183 D
Common Stock 06/11/2007 F( 1 ) 2,059 D $ 61.13 11,124 D
Common Stock 06/11/2007 F( 2 ) 2,961 D $ 61.13 8,163 D
Common Stock 561.231 ( 3 ) I by 401(k) Plan
Table II - Derivative Secu rities 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) $ 40.6 06/11/2007 M 4,459 ( 4 ) 11/11/2013 Common Stock 4,459 $ 0 75,541 D
Employee Stock Option (right to buy) $ 40.6 06/11/2007 M 15,541 ( 4 ) 11/11/2013 Common Stock 15,541 $ 0 60,000 D
Employee Stock Option (right to buy) $ 61.13 06/11/2007 A 2,961 ( 5 ) ( 6 ) Common Stock 2,961 $ 0 2,961 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRIPODI JOSEPH V
C/O THE ALLSTATE CORPORATION
2775 SANDERS ROAD
NORTHBROOK, IL60062-6127
SVP Allstate Insurance Company
Signatures
Katherine A. Smith for Joseph Vincent Tripodi 06/13/2007
Signature of Reporting Person Date
Explanation of Responses:
( 2 )Delivery of already-owned stock to issuer in payment of option exercise price.
( 4 )Original stock option award granted to reporting person on November 11, 2003 for 100,000 shares of common stock with one-quarter of the total option award to vest annually. The last increment of 25,000 shares of common stock will vest on November 11, 2007.
( 1 )Delivery of shares to issuer to pay minimum tax withholding liability incurred in connection with the exercise.
( 6 )Option expiration date is November 11, 2013.
( 3 )Reflects acquisition of 175.8823 shares of The Allstate Corporation common stock since January 8, 2007 under The Savings and Profit Sharing Fund of Allstate Employees, a 401(k) plan, pursuant to the most recent plan statement, dated June 11, 2007.
( 5 )The option vests in four increments, 740 shares on June 11, 2008, 740 shares on June 11, 2009, 740 shares on June 11, 2010, and 741 shares on June 11, 2011.

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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