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^*

WILSON THOMAS J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2022

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	02/07/2022		A		130,760⁽¹⁾	A	$0	137,520.676⁽²⁾⁽³⁾	D
Common Stock	02/07/2022		F		56,722⁽⁴⁾	D	$124.76	80,798.676	D
Common Stock								246,689⁽⁵⁾	I	By 2020 GRAT
Common Stock								71,225⁽⁶⁾	I	By 2021-A GRAT
Common Stock								157,610⁽⁵⁾	I	By 2021-C GRAT
Common Stock								7,009⁽⁷⁾	I	By 401(k) Plan
Common Stock								161,708	I	By TJW Options LLC 2012 Series
Common Stock								257,535	I	Remainder GRAT

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)	$92.8							02/22/2021	02/22/2028	Common Stock	75,802⁽⁸⁾		75,802	I	By TJW Options LLC 2018 Series Last Third
Employee Stock Option (Right to Buy)	$92.46							02/08/2022	02/08/2029	Common Stock	89,916⁽⁹⁾		89,916	D
Employee Stock Option (Right to Buy)	$92.46							02/08/2022	02/08/2029	Common Stock	89,915⁽⁹⁾		89,915	I	By TJW Options LLC 2019 Series Middle Third
Employee Stock Option (Right to Buy)	$124.26							⁽¹⁰⁾	02/19/2030	Common Stock	160,474⁽¹¹⁾		160,474	D
Employee Stock Option (Right to Buy)	$124.26							⁽¹⁰⁾	02/19/2030	Common Stock	80,236⁽¹¹⁾		80,236	I	By TJW Options LLC 2020 Series First Third

Explanation of Responses:

1. Shares acquired upon conversion of 2019 performance stock award, pursuant to The Allstate Corporation 2013 Equity Incentive Plan.

2. Reflects transfer of 71,225 shares formerly held by the reporting person to indirect ownership on May 12, 2021.

3. Balance also reflects 81.011 shares acquired during the period of January 7, 2021, to January 5, 2022, through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

4. Shares withheld to satisfy tax withholding obligations incident to the conversion of performance stock award.

5. Reflects transfer of 157,610 shares formerly held by the Thomas J. Wilson 2020 GRAT Trust to the Thomas J. Wilson 2021-C GRAT Trust on December 20, 2021.

6. Reflects reporting person's contribution of 71,225 shares on May 12, 2021, to the Thomas J. Wilson 2021-A GRAT Trust.

7. Reflects acquisition of 172 shares of The Allstate Corporation common stock since January 25, 2021, under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated February 3, 2022.

8. Reflects transfer of 75,802 vested employee options to TJW Options LLC 2018 Series Last Third on May 10, 2021, formerly held directly by the reporting person.

9. Reflects transfer of 89,915 vested employee options to TJW Options LLC 2019 Series Middle Third on May 10, 2021, formerly held directly by the reporting person. 89,916 unvested employee options remain directly held.

10. Stock option award granted on February 19, 2020, for 240,710 shares of common stock vesting in three equal increments. The remaining increments will vest on February 19, 2022, and February 19, 2023.

11. Reflects transfer of 80,236 vested employee options to TJW Options LLC 2020 Series First Third on May 10, 2021, formerly held directly by the reporting person. 160,474 unvested employee options remain directly held.

Remarks:

Table II of this Form 4 is being provided to disclose updated information with respect to vested employee options that are now held indirectly instead of directly.

	/s/ Thomas J. Wilson	02/09/2022
	** Signature of Reporting Person	Date
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