ALLSTATE CORP — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLSTATE CORP (ALL)
CIK: 0000899051
Period of Report: 2014-02-22

Reporting Person: WILSON THOMAS J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-22	Common Stock	M	17718	—	Acquired	34006.824	Direct
2014-02-22	Common Stock	F	5729	$53.86	Disposed	28277.824	Direct
2014-02-22	Common Stock	M	18195	—	Acquired	46472.824	Direct
2014-02-22	Common Stock	F	8024	$53.86	Disposed	38448.824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-22	Restricted Stock Units	$	M	17718	Disposed	2014-02-22	Common Stock (17718)	Direct
2014-02-22	Restricted Stock Units	$	M	18195	Disposed		Common Stock (18195)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75905	Indirect
Common Stock	66230	Indirect
Common Stock	187198	Indirect
Common Stock	5278	Indirect

Footnotes

F1: Conversion of previously awarded restricted stock units into an equal number of common shares, without the payment of any consideration, pursuant to The Allstate Corporation 2009 Equity Incentive Plan.

F2: Reflects annual annuity distribution of 43,610 shares from Thomas J. Wilson 2012 GRAT trust to directly held shares on February 13, 2014, and subsequent contribution of 187,198 shares of Allstate common stock previously reported as directly held to the Thomas J. Wilson 2014 GRAT trust on February 14, 2014. Form also reflects 12.313 shares acquired during period of October 5, 2013 through January 7, 2014 through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

F3: Conversion of previously awarded restricted stock units into an equal number of common shares, without the payment of any consideration, pursuant to The Allstate Corporation 2009 Equity Incentive Plan. The remaining restricted stock units will convert on February 22, 2015.

F4: Reflects annual annuity distribution of 43,610 shares from Thomas J. Wilson 2012 GRAT trust on February 13, 2014.

F5: On February 14, 2014, the reporting person contributed 187,198 shares of Allstate common stock previously reported as directly held to the Thomas J. Wilson 2014 GRAT Trust.

F6: Reflects acquisition of 133 shares of The Allstate Corporation common stock since December 4, 2013 under the Allstate 401(k) Savings Plan, pursuant to the most recent plan statement, dated February 18, 2014.