SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MYSLIWY ALLIE R

(Last) (First) (Middle)
SAFECO PLAZA
4333 BROOKLYN AVENUE NE

(Street)
SEATTLE WA 98185

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAFECO CORP [ SAFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/01/2006 M 3,456 A (1) 16,662 D
Common Stock 02/01/2006 D 3,456 D $52.01 13,206 D
Common Stock 02/15/2006 M 710 A (2) 13,916 D
Common Stock 02/15/2006 F 188(3) D $52.22 13,728 D
Common Stock 02/15/2006 M 679 A (2) 14,407 D
Common Stock 02/15/2006 F 180(3) D $52.22 14,227 D
Common Stock 02/15/2006 M 4,824 A (2) 19,051 D
Common Stock 02/15/2006 F 1,276(3) D $52.22 17,775 D
Common Stock 02/15/2006 M 3,551 A (2) 21,326 D
Common Stock 02/15/2006 F 940(3) D $52.22 20,386 D
Common Stock 0.239(4) I By 401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Performance Stock Rights(5) (6) 02/01/2006 M 3,456 02/01/2006 02/01/2006 Common Stock 3,456 $52.01 0 D
Restricted Stock Rights(7) (8) 02/15/2006 M 710 02/15/2006 02/15/2006 Common Stock 710 $52.22 0 D
Restricted Stock Rights(7) (8) 02/15/2006 M 679 02/15/2006 02/15/2006 Common Stock 679 $52.22 679 D
Restricted Stock Rights(7) (8) 02/15/2006 M 4,824 02/15/2006 02/15/2006 Common Stock 4,824 $52.22 9,648 D
Restricted Stock Rights(7) (8) 02/15/2006 M 3,551 02/15/2006 02/15/2006 Common Stock 3,551 $52.22 10,653 D
Phantom Stock Units (9) 02/15/2006 A 52.844 (10) (10) Common Stock 52.844 $33.12 153.442 D
Explanation of Responses:
1. Received upon conversion of an equal number of Performance Stock Rights.
2. Received upon conversion of an equal number of Restricted Stock Rights ("RSRs").
3. Delivery of shares to issuer exempt under 16b-3 to pay tax withholding liability.
4. Between November 1, 2005 and January 31, 2006, the reporting person acquired 0.239 units in the Safeco Stock Ownership Fund under the Safeco Corporation 401(k)/Profit Sharing Retirement Plan, based on a plan administrator's report dated January 31, 2006. These units may be converted to shares of Safeco stock as follows: The number of units multiplied by the price of the units on the transaction date divided by the closing price of Safeco stock on the transaction date.
5. Right to receive shares or cash equal to the value thereof, provided specified performance goals are met by the vesting dates.
6. Performance Stock Rights are convertible into common stock on a 1 for 1 basis.
7. Right to receive shares or cash equal to the value thereof, provided the reporting person remains in the issuer's service until specified vesting dates.
8. RSRs are convertible into common stock on a 1 for 1 basis.
9. These Phantom Stock Units may be converted to shares of Safeco stock as follows: The number of Phantom Stock Units acquired multiplied by the price of Phantom Stock Units on the transaction date divided by the closing price of Safeco stock on the transaction date.
10. These Phantom Stock Units were acquired under the Safeco Deferred Compensation Plan for Executives (the "Plan") as a result of a deferral of compensation and will be settled in cash following termination of the reporting person's service as an officer of Safeco Corporation, or may be reallocated to another investment option pursuant to the terms of the Plan.
Remarks:
Stephanie Daley-Watson, Attorney-in-Fact for Allie R. Mysliwy 02/17/2006
** 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).
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