FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Roche Michael John
2. Issuer Name and Ticker or Trading Symbol

ALLSTATE CORP [ ALL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
SVP Allstate Insurance Company
(Last)          (First)          (Middle)

C/O THE ALLSTATE CORPORATION, 2775 SANDERS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2010
(Street)

NORTHBROOK, IL 60062-6127
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/22/2010     M    4900   A   (1) 28830.0243   D    
Common Stock   2/22/2010     F    1444   D $31.22   27386.0243   D    
Common Stock   2/22/2010     M    1875   A   (1) 29261.0243   D    
Common Stock   2/22/2010     F    615   D $31.22   28646.0243   (2) D    
Common Stock                  4910.3528   (3) I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 2/22/2010     M         4900    2/21/2010   2/21/2010   Common Stock   4900     (1) 0   D    
Restricted Stock Units     (4) 2/22/2010     A      12268         (4)   (4) Common Stock   12268   $0   12268   D    
Employee Stock Option (Right to Buy)   $31.41   2/22/2010     A      72286         (5) 2/22/2020   Common Stock   72286   $0   72286   D    
Restricted Stock Units     (1) 2/22/2010     M         1875    2/21/2010   2/21/2010   Common Stock   1875     (1) 0   D    

Explanation of Responses:
( 1)  Conversion of previously awarded grant of restricted stock units (RSUs) representing the right to receive one share of Allstate common stock, without the payment of any consideration, pursuant to The Allstate Corporation Amended and Restated 2001 Equity Incentive Plan.
( 2)  Form reflects 1,455.0243 shares acquired as of January 6, 2010 through the dividend reinvestment plan of Charles Schwab. Such broker's dividend reinvestment plan provides for regular and automatic reinvestment of dividends paid on Allstate common stock to acquire more Allstate common stock, and is offered on essentially the same terms to all clients holding Allstate common shares in a Charles Schwab account.
( 3)  Reflects acquisition of 696.5552 shares of The Allstate Corporation common stock since May 28, 2009 under the Allstate 401 (k) Savings Plan, pursuant to the most recent plan statement, dated February 16, 2010.
( 4)  Award of Restricted Stock Units (RSUs) granted under The Allstate Corporation 2009 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 period of restriction shall begin on February 22, 2010, and 50% of the total number of RSUs will convert on February 22, 2012, 25% will convert on February 22, 2013, and the remaining 25% will convert on February 22, 2014.
( 5)  Option exercisable in three increments with 50% vesting on February 22, 2012, 25% vesting on February 22, 2013, and the remaining 25% vesting on February 22, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Roche Michael John
C/O THE ALLSTATE CORPORATION
2775 SANDERS ROAD
NORTHBROOK, IL 60062-6127



SVP Allstate Insurance Company

Signatures
/s/ Michael J. Roche 2/24/2010
** 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 4(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.
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