Sec Form 4 Filing - Winter Matthew E @ ALLSTATE CORP - 2013-06-03

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
Winter Matthew E
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)
Pres Allstate Auto,Home,Agenc.
(Last) (First) (Middle)
C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2013
(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 06/03/2013 M 6,593 A $ 29.64 25,703 D
Common Stock 06/03/2013 S 6,593 D $ 48.24 19,110 D
Common Stock 06/04/2013 M 1,792 A $ 29.64 20,902 D
Common Stock 754 ( 1 ) 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) $ 29.64 06/03/2013 M 6,593 ( 2 ) 11/02/2019 Common Stock 6,593 $ 0 26,947 D
Employee Stock Option (Right to Buy) $ 29.64 06/04/2013 M 1,792 ( 2 ) 11/02/2019 Common Stock 1,792 $ 0 25,155 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Winter Matthew E
C/O THE ALLSTATE CORPORATION
2775 SANDERS ROAD
NORTHBROOK, IL60062-6127
Pres Allstate Auto,Home,Agenc.
Signatures
/s/ Katherine A. Smith, attorney-in-fact for Matthew E. Winter 06/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects acquisition of seven shares of The Allstate Corporation common stock since February 13, 2013 under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated June 3, 2013.
( 2 )Stock option award granted to reporting person on November 2, 2009 with incremental vesting over four year period; remaining increment to vest on November 2, 2013.

Remarks:
Transactions reported on this Form reflect the execution of an "exercise and sell to cover" transaction pursuant to a 10b5-1 plan that became effective on May 7, 2013.

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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