CNA FINANCIAL CORP — Director's Dealing 2014

Feb 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2014-02-12

Reporting Person: KANTOR JONATHAN D (EVP, Gen. Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Common Stock	M	30000	$26.27	Acquired	30000	Direct
2014-02-12	Common Stock	S	30000	$42.20	Disposed	0	Direct
2014-02-12	Common Stock	M	30000	$27.27	Acquired	30000	Direct
2014-02-12	Common Stock	S	30000	$42.20	Disposed	0	Direct
2014-02-12	Common Stock	M	30000	$42.28	Acquired	8017	Direct
2014-02-12	Common Stock	F	3879	$42.28	Disposed	4138	Direct
2014-02-12	Common Stock	M	22500	$42.28	Acquired	13035	Direct
2014-02-12	Common Stock	F	4588	$42.28	Disposed	8447	Direct
2014-02-12	Common Stock	M	22500	$42.28	Acquired	16519	Direct
2014-02-12	Common Stock	F	4163	$42.28	Disposed	12356	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Stock Options	$26.27	M	30000	Disposed	2014-04-28	Common Stock (30000.0)	Direct
2014-02-12	Stock Options	$27.27	M	30000	Disposed	2015-02-09	Common Stock (30000.0)	Direct
2014-02-12	Stock Appreciation Rights	$30.98	M	30000	Disposed	2016-02-08	Common Stock (30000.0)	Direct
2014-02-12	Stock Appreciation Rights	$25.56	M	22500	Disposed	2020-03-03	Common Stock (22500.0)	Direct
2014-02-12	Stock Appreciation Rights	$27.11	M	22500	Disposed	2021-01-28	Common Stock (22500.0)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $42.57 to $41.975. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The Reporting Person exercised 30,000 Stock Appreciation Rights and as such received a gain of 8,017 shares of the issuers common stock.

F3: The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on February 8, 2006.

F4: The Reporting Person exercised 22,500 Stock Appreciation Rights and as such received a gain of 8,897 shares of the issuers common stock.

F5: The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on March 3, 2010.

F6: The Reporting Person exercised 22,500 Stock Appreciation Rights and as such received a gain of 8,072 shares of the issuers common stock.

F7: The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on January 28, 2011.

F8: As previously reported, the option became exercisable in four equal annual installments beginning on April 28, 2005.

F9: The Reporting Person received the Stock Options at no cost.

F10: As previously reported, the option became exercisable in four equal annual installments beginning on February 9, 2006.

F11: As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on February 8, 2007.

F12: The Reporting Person received the Derivative Security pursuant to a grant of stock appreciation rights at no cost.

F13: As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on March 3, 2011.

F14: As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on January 28, 2012.