KEMPER Corp — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEMPER Corp (KMPR)
CIK: 0000860748
Period of Report: 2013-02-02

Reporting Person: SOUTHWELL DONALD GENE (Director, Chairman, President, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-02	Common Stock	F	4893	$33.63	Disposed	193107	Direct
2013-02-02	Common Stock	A	2100	—	Acquired	195207	Direct
2013-02-02	Common Stock	F	679	$33.63	Disposed	194528	Direct
2013-02-04	Common Stock	A	15000	—	Acquired	209528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-04	Employee Stock Option	$33.45	A	80000	Acquired	2023-02-04	Common Stock (80000)	Direct

Footnotes

F1: Withholding of shares to satisfy tax withholding obligations due upon vesting of restricted stock.

F2: Shares issued under the Kemper Corporation 2011 Omnibus Equity Plan pursuant to the 2010 restricted stock award granted to the reporting person.

F3: Withholding of shares to satisfy tax withholding obligations due upon granting of the award.

F4: Award of restricted stock under the Kemper Corporation 2011 Omnibus Equity Plan ("Plan"), subject to forfeiture and other restrictions until vested pursuant to the Plan and the award agreement.

F5: Option vests in four equal, consecutive annual installments beginning 8/4/2013.

F6: Following the last transaction reported in this table, the reporting person holds a total of 939,016 option shares under the Kemper Corporation equity compensation plans.