SEC Filing | The Allstate Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Harty Harriet K

(Last)

(First)

(Middle)

C/O THE ALLSTATE CORPORATION

2775 SANDERS ROAD

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2015

3. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Executive Vice President - AIC

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,113	D
Common Stock	7,474	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	02/21/2010	02/21/2016	Common Stock	942	53.84	D
Employee Stock Option (Right to Buy)	02/20/2011	02/20/2017	Common Stock	957	62.24	D
Employee Stock Option (Right to Buy)	02/26/2012	02/26/2018	Common Stock	1,813	48.82	D
Employee Stock Option (Right to Buy)	02/27/2013	02/27/2019	Common Stock	7,098	16.83	D
Employee Stock Option (Right to Buy)	02/22/2014	02/22/2020	Common Stock	4,841	31.41	D
Employee Stock Option (Right to Buy)	⁽¹⁾	02/22/2021	Common Stock	5,083	31.74	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/21/2022	Common Stock	7,228	31.56	D
Employee Stock Option (Right to Buy)	⁽³⁾	12/03/2022	Common Stock	1,116	40.49	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/12/2023	Common Stock	9,399	45.61	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/18/2024	Common Stock	4,618	52.18	D
Restricted Stock Units	02/22/2015	02/22/2015	Common Stock	128	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	02/16/2016	Common Stock	993	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	12/03/2016	Common Stock	160	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	02/12/2017	Common Stock	2,467	⁽⁹⁾	D
Restricted Stock Units	02/18/2017	02/18/2017	Common Stock	3,306	⁽¹⁰⁾	D

Explanation of Responses:

1. Stock option award granted on February 22, 2011 for 5,083 shares of common stock vesting in 3 increments with the remaining 25% vesting on February 22, 2015.

2. Stock option award granted on February 21, 2012 for 7,228 shares of common stock vesting in 3 increments. 50% vested on February 21, 2014. Half of the remaining stock options will vest on February 21, 2015 and the other half will vest on February 21, 2016.

3. Stock option award granted on December 3, 2012 for 1,116 shares of common stock vesting in 3 increments. 50% vested on December 3, 2014. Half of the remaining stock options will vest on December 3, 2015 and the other half will vest on December 3, 2016.

4. Stock option award granted on February 12, 2013 for 9,399 shares of common stock vesting in 3 increments. 50% vesting on February 12, 2015, 25% vesting on February 12, 2016, and the remaining 25% vesting on February 12, 2017.

5. Stock option award granted on February 18, 2014 for 4,618 shares of common stock vesting in 3 increments, with one third vesting on February 18, 2015, February 18, 2016, and February 18, 2017, with any fractional shares to be rounded pursuant to reporting persons option award.

6. Award of Restricted Stock Units (RSUs) granted on February 22, 2011 under The Allstate Corporation 2009 Equity Incentive Plan (now known as The Allstate Corporation 2013 Equity Incentive Plan). Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). The remaining restricted stock units will convert on February 22, 2015.

7. Award of Restricted Stock Units (RSUs) granted on February 21, 2012 under The Allstate Corporation 2009 Equity Incentive Plan (now known as The Allstate Corporation 2013 Equity Incentive Plan). Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs converted on February 21, 2014. Half of the remaining restricted stock units will convert on February 21, 2015 and the other half will convert on February 21, 2016.

8. Award of Restricted Stock Units (RSUs) granted on December 3, 2012 under The Allstate Corporation 2009 Equity Incentive Plan (now known as The Allstate Corporation 2013 Equity Incentive Plan). Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs converted on December 3, 2014. Half of the remaining restricted stock units will convert on December 3, 2015 and the other half will convert on December 3, 2016.

9. Award of Restricted Stock Units (RSUs) granted on February 12, 2013 under The Allstate Corporation 2009 Equity Incentive Plan (now known as The Allstate Corporation 2013 Equity Incentive Plan). Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). 50% of the total number of RSUs will convert on February 12, 2015, 25% will convert on February 12, 2016, and the remaining 25% will convert on February 12, 2017.

10. Award of Restricted Stock Units (RSUs) granted on February 18, 2014 under The Allstate Corporation 2013 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the day following the last day of the period of restriction (the conversion date). The total number of RSUs will convert on February 18, 2017.

	/s/ Harriet K. Harty	01/14/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


			POWER OF ATTORNEY


      KNOW BY ALL THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Sarah Choi, Barbara Green,
Daniel G. Gordon, Katherine Smith, Efie Vainikos,signing singly,
the undersigned's true and lawful attorney-in-fact to:

(1)	prepare, execute in the undersigned's name and on the
	undersigned's behalf, and submit to the U.S. Securities
	and Exchange Commission (the "SEC") a Form ID, including
	amendments thereto, and any other documents necessary or
	appropriate to obtain codes and passwords enabling the
	undersigned to make electronic filings with the SEC of
	reports required by Section 16(a) of the Securities
	Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the
	undersigned's capacity as an officer and/or director of
	The Allstate Corporation (the "Company"), Forms 3, 4, and 5
	in accordance with Section 16(a) of the Securities Exchange
	Act of 1934 and the rules thereunder; and any other forms
	or reports the undersigned may be required to file in
	connection with the undersigned's ownership, acquisition,
	or disposition of securities of the Company;

(3)	do and perform any and all acts for and on behalf of the
	undersigned which may be necessary or desirable to complete
	and execute any such Form 3, 4, or 5, or other form or
	report, and timely file such form or report with the SEC
	and any stock exchange or similar authority; and

(4)	take any other action of any type whatsoever in connection
	with the foregoing which, in the opinion of such attorney-
	in-fact, may be of benefit to, in the best interest of, or
	legally required by, the undersigned, it being understood
	that the documents executed by such attorney-in-fact on
	behalf of the undersigned pursuant to this Power of Attorney
	shall be in such form and shall contain such terms and
	conditions as such attorney-in-fact may approve in such
	attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 8th day of January, 2015.





				_/s/ Harriet K. Harty__________

				__Harriet K. Harty______________
				Print Name