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, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/21/2022		G	V	104,384	D	$0	0(1)(2)	I	By 2020 GRAT
Common Stock	09/21/2022		G	V	104,384	A	$0	104,384(1)	I	By 2020-B GRAT Remainder Trust
Common Stock								35,800(3)	I	By 2021-A GRAT
Common Stock								157,610	I	By 2021-C GRAT
Common Stock								35,425(3)	I	By 2022-A GRAT
Common Stock								216,343(4)	I	By 2022-B GRAT
Common Stock								6,821.684(2)(4)(5)	D
Common Stock								7,185	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$92.46							02/08/2022	02/08/2029	Common Stock	89,916(6)		89,916	I	By TJW Options LLC 2019 Series Last Third
Employee Stock Option (Right to Buy)	$124.26							(7)	02/19/2030	Common Stock	80,237(8)		80,237	D
Employee Stock Option (Right to Buy)	$124.26							(7)	02/19/2030	Common Stock	80,237(8)		80,237	I	By TJW Options LLC 2020 Series Middle Third
Employee Stock Option (Right to Buy)	$105.08							(9)	02/18/2031	Common Stock	184,804(10)		184,804	D
Employee Stock Option (Right to Buy)	$105.08							(9)	02/18/2031	Common Stock	92,401(10)		92,401	I	By TJW Options LLC 2021 Series First Third

Explanation of Responses:

1. Reflects distribution and transfer of 104,384 shares on September 21, 2022, formerly held by the Thomas J. Wilson 2020 GRAT Trust to the Thomas J. Wilson 2020-B GRAT Remainder Trust.

2. Reflects transfer of 142,305 shares formerly held by the Thomas J. Wilson 2020 GRAT Trust to direct ownership on September 16, 2022.

3. Reflects transfer of 35,425 shares formerly held by the Thomas J. Wilson 2021-A GRAT Trust to the Thomas J. Wilson 2022-A GRAT Trust on August 22, 2022.

4. Reflects reporting person's contribution of 216,343 shares on September 21, 2022, to the Thomas J. Wilson 2022-B GRAT Trust.

5. Balance also reflects 41.840 shares acquired during the period of April 6, 2022, through October 4, 2022, through the Shareholder Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

6. Reflects transfer of 89,916 vested employee options to TJW Options LLC 2019 Series Last Third on November 10, 2022, formerly held directly by the reporting person.

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

8. Reflects transfer of 80,237 vested employee options to TJW Options LLC 2020 Series Middle Third on November 10, 2022, formerly held directly by the reporting person. 80,237 unvested employee options remain directly held.

9. Stock option award granted on February 18, 2021, for 277,205 shares of common stock vesting in three equal increments. The remaining increments will vest on February 18, 2023, and February 18, 2024.

10. Reflects transfer of 92,401 vested employee options to TJW Options LLC 2021 Series First Third on November 10, 2022, formerly held directly by the reporting person. 184,804 unvested employee options remain directly held.

	/s/ Thomas J. Wilson	12/14/2022
	** Signature of Reporting Person	Date
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