Sec Form 4 Filing - WILSON THOMAS J @ ALLSTATE CORP - 2020-02-09

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 WILSON THOMAS J 2. Issuer Name and Ticker or Trading Symbol ALLSTATE CORP [ ALL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2020 (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 02/09/2020 A 137,844 ( 1 ) A $ 0 392,110.049 ( 2 ) ( 3 ) D Common Stock 02/09/2020 F 59,876 ( 4 ) D $ 124.43 332,234.049 D Common Stock 174,400 ( 2 ) I By 2018 GRAT Common Stock 257,535 I Remainder GRAT Common Stock 6,677 ( 5 ) 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) $ 31.56 02/21/2015 02/21/2022 Common Stock 205,060 ( 6 ) 205,060 D Employee Stock Option (Right to Buy) $ 31.56 02/21/2015 02/21/2022 Common Stock 239,000 ( 6 ) 239,000 I by TJW Options LLC 2012 Series Employee Stock Option (Right to Buy) $ 45.61 02/12/2016 02/12/2023 Common Stock 363,409 ( 7 ) 363,409 I by TJW Options LLC 2013 Series Employee Stock Option (Right to Buy) $ 52.18 02/18/2017 02/18/2024 Common Stock 309,237 ( 8 ) 309,237 I by TJW Options LLC 2014 Series Employee Stock Option (Right to Buy) $ 70.71 02/18/2018 02/18/2025 Common Stock 294,494 ( 9 ) 294,494 I by TJW Options LLC 2015 Series Employee Stock Option (Right to Buy) $ 62.32 02/11/2019 02/11/2026 Common Stock 295,324 ( 10 ) 295,324 I by TJW Options LLC 2016 Series Employee Stock Option (Right to Buy) $ 78.35 02/09/2020 02/09/2027 Common Stock 82,817 ( 11 ) 82,817 D Employee Stock Option (Right to Buy) $ 78.35 02/09/2020 02/09/2027 Common Stock 165,630 ( 11 ) 165,630 I by TJW Options LLC 2017 Series Employee Stock Option (Right to Buy) $ 92.8 ( 12 ) 02/22/2028 Common Stock 151,604 ( 13 ) 151,604 D Employee Stock Option (Right to Buy) $ 92.8 ( 12 ) 02/22/2028 Common Stock 75,802 ( 13 ) 75,802 I by TJW Options LLC 2018 Series

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILSON THOMAS J C/O THE ALLSTATE CORPORATION 2775 SANDERS ROAD NORTHBROOK, IL60062-6127 X Chairman, President & CEO Signatures /s/ Thomas J. Wilson 02/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired upon conversion of 2017 performance stock award, pursuant to The Allstate Corporation 2019 Equity Incentive Plan. ( 2 )Reflects transfer of 161,901 shares formerly held by the Thomas J. Wilson 2018 GRAT Trust to direct ownership on September 13, 2019. 174,400 shares remain directly held by the trust. ( 3 )Balance also reflects 56.635 shares acquired during the period of January 5, 2019, to January 6, 2020, through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares. ( 4 )Shares withheld to satisfy tax withholding obligations incident to the conversion of performance stock award. ( 5 )Reflects acquisition of 214 shares of The Allstate Corporation common stock since February 8, 2019, under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated February 7, 2020. ( 6 )Reflects transfer of 239,000 vested employee options to TJW Options LLC 2012 Series on September 30, 2019, formerly held directly by the reporting person. 205,060 employee options remain directly held. ( 7 )Reflects transfer of 363,409 vested employee options to TJW Options LLC 2013 Series on September 30, 2019, formerly held directly by the reporting person. ( 8 )Reflects transfer of 309,237 vested employee options to TJW Options LLC 2014 Series on September 30, 2019, formerly held directly by the reporting person. ( 9 )Reflects transfer of 294,494 vested employee options to TJW Options LLC 2015 Series on September 30, 2019, formerly held directly by the reporting person. ( 10 )Reflects transfer of 295,324 vested employee options to TJW Options LLC 2016 Series on September 30, 2019, formerly held directly by the reporting person. ( 11 )Reflects transfer of 165,630 vested employee options to TJW Options LLC 2017 Series on September 30, 2019, formerly held directly by the reporting person. 82,817 vested employee options remain directly held. ( 12 )Stock option award granted on February 22, 2018, for 227,406 shares of common stock vesting in three equal increments. The remaining increments will vest on February 22, 2020, and February 22, 2021. ( 13 )Reflects transfer of 75,802 vested employee options to TJW Options LLC 2018 Series on September 30, 2019, formerly held directly by the reporting person. 151,604 unvested employee options remain directly held.

Remarks: Table II of this Form 4 is being provided to disclose updated information with respect to vested employee options that are now held indirectly instead of directly.

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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