SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RUNSTAD JUDITH M

(Last)

(First)

(Middle)

1111 THIRD AVENUE

SUITE 3400

(Street)

SEATTLE

98101-3264

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAFECO CORP [ SAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/22/2008		U		4,000	D	$68.25	5,000	D
Common Stock	09/22/2008		U		5,000	D	$68.25	0	I	By spouse

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$40.62	09/22/2008		D			2,000	05/03/2000	09/22/2008	Common Stock	2,000	⁽¹⁾	0	D
Stock Option (right to buy)	$20	09/22/2008		D			2,000	05/02/2001	09/22/2008	Common Stock	2,000	⁽¹⁾	0	D
Stock Option (right to buy)	$27.29	09/22/2008		D			2,000	05/01/2002	09/22/2008	Common Stock	2,000	⁽¹⁾	0	D
Stock Option (right to buy)	$33.32	09/22/2008		D			2,000	05/07/2003	09/22/2008	Common Stock	2,000	⁽¹⁾	0	D
Restricted Stock Rights⁽²⁾	⁽³⁾	09/22/2008		D			2,500	05/05/2004	09/22/2008	Common Stock	2,500	⁽⁴⁾	0	D
Restricted Stock Rights⁽²⁾	⁽³⁾	09/22/2008		D			2,500	05/04/2005	09/22/2008	Common Stock	2,500	⁽⁴⁾	0	D
Restricted Stock Rights⁽²⁾	⁽³⁾	09/22/2008		D			2,500	05/04/2006	09/22/2008	Common Stock	2,500	⁽⁴⁾	0	D
Restricted Stock Rights⁽²⁾	⁽³⁾	09/22/2008		D			2,500	05/03/2007	09/22/2008	Common Stock	2,500	⁽⁴⁾	0	D
Restricted Stock Rights⁽²⁾	⁽³⁾	09/22/2008		D			1,825	05/07/2008	09/22/2008	Common Stock	1,825	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to a merger agreement between Safeco Corporation and Liberty Mutual and upon the effective date of the merger, each outstanding stock option to purchase shares was canceled and converted into the right to receive a cash payment in an amount equal to $68.25 per share, minus the exercise price per share of the option and any applicable tax withholdings.

2. Grant of Restricted Stock Rights (RSRs) exempt under 16b-3. RSRs represent the right to receive shares equal to the value thereof, provided the Reporting Person remains in Safeco Corporation's service until a specified vesting date.

3. RSRs are convertible into common stock on a 1 for 1 basis.

4. Pursuant to the merger agreement and upon the effective date of the merger referenced above, the Reporting Person received $68.25 per share for the number of RSRs held, minus any applicable tax withholding.

Remarks:

	Karri J. Harrington, Attorney-in-Fact for Judith M. Runstad	09/24/2008
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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