SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shebik Steven E

(Last)

(First)

(Middle)

C/O THE ALLSTATE CORPORATION

2775 SANDERS ROAD

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2012

3. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,311	I	By 401(k) Plan
Common Stock	42,702	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	02/20/2011	02/20/2017	Common Stock	15,571	$62.24	D
Employee Stock Option (Right to Buy)	02/21/2010	02/21/2016	Common Stock	15,464	$53.84	D
Employee Stock Option (Right to Buy)	02/21/2010	02/21/2016	Common Stock	9,000	$53.84	D
Employee Stock Option (Right to Buy)	02/22/2009	02/22/2015	Common Stock	20,836	$52.57	D
Employee Stock Option (Right to Buy)	⁽¹⁾	02/22/2020	Common Stock	33,616	$31.41	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/22/2021	Common Stock	35,197	$31.74	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/22/2022	Common Stock	26,446	$31.56	D
Employee Stock Option (Right to Buy)	02/26/2012	02/26/2018	Common Stock	25,763	$48.82	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/27/2019	Common Stock	58,715	$16.83	D
Employee Stock Option (Right to Buy)	02/06/2008	02/06/2014	Common Stock	20,265	$45.96	D
Employee Stock Option (Right to Buy)	02/07/2007	02/07/2013	Common Stock	17,000	$31.78	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,766	⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	3,541	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	7,265	⁽⁷⁾	D
Restricted Stock Units	02/27/2013	02/27/2013	Common Stock	10,332	⁽⁸⁾	D

Explanation of Responses:

1. Stock option award granted on February 22, 2010 for 33,616 shares of common stock vesting in 3 increments. 50% vested on February 22, 2012. The remaining increments will vest 25% on February 22, 2013 and 25% on February 22, 2014.

2. Stock option award granted on February 22, 2011 for 35,197 shares of common stock vesting in 3 increments. 50% vesting on February 22, 2013, 25% vesting on February 22, 2014, and the remaining 25% vesting on February 22, 2015.

3. Stock option award granted on February 22, 2012 for 26,446 shares of common stock vesting in 3 increments. 50% vesting on February 22, 2014, 25% vesting on February 22, 2015, and the remaining 25% vesting on February 22, 2016.

4. Stock option award granted on February 27, 2009 for 58,715 shares of common stock vesting in 4 annual increments with the remaining 25% increment vesting on February 27, 2013.

5. Award of Restricted Stock Units (RSUs) granted on February 22, 2010 under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs converted on February 22, 2012, 25% will convert on February 22, 2013, and the remaining 25% will convert on February 22, 2014.

6. Award of Restricted Stock Units (RSUs) granted February 22, 2011 under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs will convert on February 22, 2013, 25% will convert on February 22, 2014, and the remaining 25% will convert on February 22, 2015.

7. Award of Restricted Stock Units (RSUs) granted on February 22, 2012 under The Allstate Corporation 2009 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs will convert on February 22, 2014, 25% will convert on February 22, 2015, and the remaining 25% will convert on February 22, 2016.

8. Award of Restricted Stock Units (RSUs) granted on February 27, 2009 under The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). The total number of RSUs will convert on February 27, 2013.

	/s/ Steven E. Shebik	03/07/2012
	** 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 5 (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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