CNA FINANCIAL CORP — Director's Dealing 2015

May 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2015-05-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	S	21826	$39.33	Disposed	4211	Direct
2015-05-13	Common Stock	S	4211	$39.20	Disposed	0	Direct
2015-05-13	Common Stock	M	30000	$39.21	Acquired	5103	Direct
2015-05-13	Common Stock	S	5103	$39.03	Disposed	0	Direct
2015-05-13	Common Stock	M	12933	$39.21	Acquired	9136	Direct
2015-05-13	Common Stock	S	9136	$39.03	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-13	Stock Appreciation Rights	$32.54	M	30000	Disposed	2018-02-06	Common Stock (30000.0)	Direct
2015-05-13	Stock Appreciation Rights	$11.51	M	12933	Disposed	2019-02-04	Common Stock (12933.0)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $39.23 to $39.36. 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: This transaction was executed in multiple trades at prices ranging from $39.06 to $39.32. 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

F3: The Reporting Person exercised 30,000 Stock Appreciation Rights and as such received a post tax net gain of 5,103 shares of the issuers common stock.

F4: The Reporting Person exercised 12,933 Stock Appreciation Rights and as such received a post tax net gain of 9,136 shares of the issuers common stock.

F5: As previously reported, the option became exercisable in four equal annual installments beginning on February 6, 2009.

F6: As previously reported, the Reporting Person received the Derivative Security pursuant to a grant of stock appreciation rights at no cost.

F7: As previously reported, the option became exercisable in four equal annual installments beginning on February 4, 2010.