The Allstate Corporation (ALL) Form 4 ALLSTATE / THOMAS J WILSON ownership change

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 IL 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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

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	11/08/2017		M		338,316	A	$48.82	528,616.86(1)(2)	D
Common Stock	11/08/2017		F(3)		246,868	D	$99.44	281,748.86	D
Common Stock	11/08/2017		M		417,576	A	$31.41	699,324.86	D
Common Stock	11/08/2017		F(3)		265,854	D	$99.48	433,470.86	D
Common Stock	11/08/2017		S		130,000	D	$99.29(4)	303,470.86	D
Common Stock	11/09/2017		S		63,595	D	$98.8(5)	239,875.86	D
Common Stock	11/09/2017		S		1,405	D	$99.32(6)	238,470.86	D
Common Stock								147,700	I	By 2015 GRAT
Common Stock								85,000(1)	I	By 2016 GRAT
Common Stock								153,905	I	Remainder GRAT
Common Stock								6,076(7)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$48.82	11/08/2017		M			338,316	02/26/2012	02/26/2018	Common Stock	338,316	$0	0	D
Employee Stock Option (Right to Buy)	$31.41	11/08/2017		M			417,576	02/22/2014	02/22/2020	Common Stock	417,576	$0	0	D

Explanation of Responses:

1. Reflects distribution and transfer of 45,222 shares formerly held by the Thomas J. Wilson 2016 GRAT to direct ownership on August 8, 2017.

2. Form also reflects 23.174 shares acquired during the period of April 7, 2017, through October 4, 2017, through the Shareholder Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

3. Shares withheld by issuer to pay the exercise price and minimum tax withholding liability incurred in connection with the exercise.

4. Reflects weighted average sale price for open-market sales transaction reported herein. Actual sale prices ranged from $99.04 to $99.51. 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.

5. Reflects weighted average sale price for open-market sales transaction reported herein. Actual sale prices ranged from $98.30 to $99.29. 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.

6. Reflects weighted average sale price for open-market sales transaction reported herein. Actual sale prices ranged from $99.30 to $99.34. 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.

7. Reflects acquisition of 42 shares of The Allstate Corporation common stock since April 5, 2017 under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated November 8, 2017.

	/s/ Thomas J. Wilson	11/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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