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^*

Garland Kim Burton

(Last)

(First)

(Middle)

518 E. BROAD STREET

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
State Auto Financial CORP [ STFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2016

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 Shares without par value	03/01/2018		A		3,171	A	$27.65	65,404.984⁽¹⁾	D
Common Shares without par value	03/01/2018		A		10,000	A	$0	75,404.984⁽²⁾	D
Common Shares without par value	08/19/2016		A		215.863	A	$0	75,404.984⁽³⁾	D
Common Shares without par value	09/02/2016		A		1,804.08	A	$0	75,404.984⁽⁴⁾	D

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)

Explanation of Responses:

1. Includes the following acquisitions: A restricted Stock Grant of 3,171 shares was issued on 3/1/18 ,which vest over a 3 year period, with 1/3 vesting each year on December 31. Also includes the following: 615.643 shares acquired on 6/30/17 and 330.145 shares acquired on 12/31/17 through the State Auto Financial Employee Stock Purchase Plan; includes 298.282 shares acquired through Broker as Reinvested shares; and 96.347 shares acquired as Restricted Dividend Reinvestment..Also include 1,148.283 shares acquired through the State Auto Financial 401(k) plan; and 10,185.361 shares acquired through the State Auto Non-qualified Deferred Comp Plan.

2. Includes the following acquisitions: A restricted Stock Grant of 10,000 shares was issued on 3/1/18, which has a time-based vesting over a 4 year period, with 1/4 vesting each year on December 31.

3. Includes shares acquired on 8/19/16 through an exchange into STFC stock in the State Auto Non-qualifed Deferred Comp Plan.

4. Includes shares acquired on 9/2/16 through an exchange into STFC stock in the State Auto Non-qualifed Deferred Comp Plan.

Remarks:

	/s/Kim Burton Garland by Melissa A. Centers, attorney in fact pursuant to POA filed with the Commission on 11/16/15.	03/02/2018
	** 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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