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^*

PILCH SAMUEL H

(Last)

(First)

(Middle)

C/O THE ALLSTATE CORPORATION

2775 SANDERS ROAD

(Street)

NORTHBROOK

60062-6127

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	Sr. Group VP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2014

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	06/05/2014		M		30,700	A	$48.82	70,960	D
Common Stock	06/05/2014		M		19,800	A	$46.48	90,760	D
Common Stock	06/05/2014		M		9,440	A	$31.41	100,200	D
Common Stock	06/05/2014		M		3,512	A	$31.74	103,712	D
Common Stock	06/05/2014		M		7,168	A	$31.56	110,880	D
Common Stock	06/05/2014		S		70,620	D	$59.002⁽¹⁾	40,260	D
Common Stock								4,101⁽²⁾	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 (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)
Employee Stock Option (Right to Buy)	$48.82	06/05/2014		M			30,700	02/26/2012	02/26/2018	Common Stock	30,700	$0	0	D
Employee Stock Option (Right to Buy)	$46.48	06/05/2014		M			19,800	09/08/2012	09/08/2018	Common Stock	19,800	$0	0	D
Employee Stock Option (Right to Buy)	$31.41	06/05/2014		M			9,440	02/22/2014	02/22/2020	Common Stock	9,440	$0	0	D
Employee Stock Option (Right to Buy)	$31.74	06/05/2014		M			3,512	⁽³⁾	02/22/2021	Common Stock	3,512	$0	3,512	D
Employee Stock Option (Right to Buy)	$31.56	06/05/2014		M			7,168	⁽⁴⁾	02/21/2022	Common Stock	7,168	$0	7,169	D

Explanation of Responses:

1. Reflects weighted average sale price for open-market sales transaction reported herein. Actual sale prices ranged from $59.000 to 59.020. The reporting person provided the issuer, and will provide any security holder of The Allstate Corporation or member of the SEC staff, full information regarding the number of shares sold at each separate price upon request.

2. Reflects acquisition of 37 shares of The Allstate Corporation common stock since February 18, 2014 under Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated June 4, 2014.

3. Stock option award granted to reporting person on February 22, 2011. The remaining 25% to vest on February 22, 2015.

4. Stock option award granted to reporting person on February 21, 2012. The remaining increments of 25% to vest on February 21, 2015 and February 21, 2016.

Remarks:

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on November 25, 2013.

	/s/ Samuel H. Pilch	06/09/2014
	** 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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