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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* GREEN JOSHUA III (Last) (First) (Middle) 1425 4TH AVENUE SUITE 420 (Street) SEATTLE WA 98101-2218 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2008		U		2,547,432	D	$68.25	0	I	600 shares owned by spouse, remainder of shares owned by the Joshua Green Corporation

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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
Phantom Stock Units	(5)	09/23/2008		D			9,283.966	(6)	(7)	Common Stock	9,283.966	$43.2	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 specified vesting dates.

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.

5. These Phantom Stock Units may be converted to shares of Safeco stock as follows: The number of Phantom Stock Units acquired multiplied by the price of Phantom Stock Units on the transaction date divided by the closing price of Safeco stock on the transaction date.

6. Immediately.

7. These Phantom Stock Units were reallocated to another investment option pursuant to the terms of the Safeco Corporation Deferred Compensation Plan for Directors and the merger agreement referenced above.

Remarks:

	Karri J. Harrington, Attorney-in-fact for Joshua Green III	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).
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