4 1 edgar.htm 4 Form 4

FORM 4

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

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net



1. Name and Address of Reporting Person*

Lauer Dale E.

2. Issuer Name and Ticker or Trading Symbol
SAFECO Corporation (SAFC)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President, SBI, SAFECO Insurance Company of America

(Last)      (First)     (Middle)

SAFECO Plaza
4333 Brooklyn Avenue NE

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
February 4-5, 2003

(Street)

Seattle, WA 98185

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

02/05/03

 

M

 

1,353

A

 (1)

 

 

Common Stock

02/05/03

 

D

 

471

D

$34.69

5,149

D

 

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).

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 control number

FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units

1 for 1

02/04/03

 

A

 

22.630

 

 (2)

 (3)

Common Stock

22.630

$35.03

22.630

D

 

Phantom Stock(4)

1 for 1

02/05/03

 

M

 

 

250

02/05/03

02/05/03

Common Stock

250

 

0

D

 

Phantom Stock(5)

1 for 1

02/05/03

 

M

 

 

125

02/05/03

02/05/03

Common Stock

125

 

125

D

 

Phantom Stock(6)

1 for 1

02/05/03

 

M

 

 

125

02/05/03

02/05/03

Common Stock

125

 

250

D

 

Phantom Stock(7)

1 for 1

02/05/03

 

M

 

 

853

02/05/03

02/05/03

Common Stock

853

 

2,557

D

 

Explanation of Responses:

(1) Received upon conversion of an equal number of shares of phantom stock.
(2) These Phantom Stock Units were acquired under the SAFECO Corporation Deferred Compensation Plan for Executives and will be settled in cash following termination of the reporting person's employment with SAFECO Corporation.
(3) These Phantom Stock Units were acquired under the SAFECO Corporation Deferred Compensation Plan for Executives and will be settled in cash following termination of the reporting person's employment with SAFECO Corporation.
(4) 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.
(5) 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.
(6) 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.
(7) Right to receive shares or cash equal to the value thereof, provided the reporting person remains in the issuer's service unitl specified vesting dates.

  By: /s/ Catherine Romero Wright
             Attorney-in-Fact for Dale E. Lauer
**Signature of Reporting Person
February 6, 2003
Date

**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

	The undersigned hereby constitutes and appoints Stephanie Daley-Watson, Catherine Romero Wright,
So Young Kwon and Karri Harrington, and each of them, his or her true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director,
and/or person who holds more than 10% of the stock of SAFECO Corporation (the "Company"), Forms 3, Forms 4,
and Forms 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;

(2)	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 Forms 3, Forms 4, or Forms 5 and timely file any such forms
with the United States Securities and Exchange Commission and any other authority; and

(3)	take any 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 her 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 and her substitute or substitutes, shall lawfully do or cause
to be done pursuant to this power of attorney.  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
Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required
to file Forms 3, Forms 4, and Forms 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 attorneys-in-fact.

The undersigned has caused this Power of Attorney to be executed as of this 5 day of Feb., 2003.



						/s/ Dale Lauer
						Signature


						Dale Lauer
						Print Name