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*
ELLIOT DOUGLAS G
(Last) (First) (Middle)
THE ST. PAUL TRAVELERS COMPANIES, INC.
385 WASHINGTON STREET
(Street)
ST. PAUL MN 55102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ST PAUL TRAVELERS COMPANIES INC [ STA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO Commercial and Pers Lines
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004
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 04/01/2004 A 33,803 A $0(1) 33,803(2) D
Common Stock 04/01/2004 A 240.641 A $0(1) 240.641 I 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
Stock Options (Right to buy) $23.64 04/01/2004 A 169 04/01/2004 06/30/2007 Common Stock 169 $0(3) 169 D
Stock Options (Right to buy) $26.72 04/01/2004 A 573 09/24/2002(4) 09/24/2007 Common Stock 573 $0(3) 573 D
Stock Options (Right to buy) $34.17 04/01/2004 A 116 04/01/2004 06/30/2008 Common Stock 116 $0(3) 116 D
Stock Options (Right to buy) $35.49 04/01/2004 A 476 04/01/2004 09/24/2007 Common Stock 476 $0(3) 476 D
Stock Options (Right to buy) $36.99 04/01/2004 A 2,405 05/17/2004 11/02/2008 Common Stock 2,405 $0(3) 2,405 D
Stock Options (Right to buy) $37.61 04/01/2004 A 634 04/01/2004 10/27/2005 Common Stock 634 $0(3) 634 D
Stock Options (Right to buy) $37.61 04/01/2004 A 2,352 05/03/2004 11/01/2008 Common Stock 2,352 $0(3) 2,352 D
Stock Options (Right to buy) $37.61 04/01/2004 A 1,251 04/01/2004 11/02/2008 Common Stock 1,251 $0(3) 1,251 D
Stock Options (Right to buy) $37.66 04/01/2004 A 2,375 05/05/2004 11/02/2008 Common Stock 2,375 $0(3) 2,375 D
Stock Options (Right to buy) $38.43 04/01/2004 A 104 06/30/2000(5) 06/30/2009 Common Stock 104 $0(3) 104 D
Stock Options (Right to buy) $38.47 04/01/2004 A 2,973 04/01/2004 11/02/2008 Common Stock 2,973 $0(3) 2,973 D
Stock Options (Right to buy) $38.54 04/01/2004 A 469 04/01/2004 09/24/2007 Common Stock 469 $0(3) 469 D
Stock Options (Right to buy) $38.54 04/01/2004 A 710 04/01/2004 11/02/2008 Common Stock 710 $0(3) 710 D
Stock Options (Right to buy) $38.77 04/01/2004 A 430 06/30/2004 09/24/2007 Common Stock 430 $0(3) 430 D
Stock Options (Right to buy) $40.87 04/01/2004 A 695 07/13/2004 11/02/2008 Common Stock 695 $0(3) 695 D
Stock Options (Right to buy) $42.62 04/01/2004 A 999 08/04/2004 11/01/2008 Common Stock 999 $0(3) 999 D
Stock Options (Right to buy) $42.62 04/01/2004 A 291 08/04/2004 11/02/2008 Common Stock 291 $0(3) 291 D
Stock Options (Right to buy) $42.69 04/01/2004 A 86,680 03/22/2003(5) 03/22/2012 Common Stock 86,680 $0(3) 86,680 D
Stock Options (Right to buy) $49.42 04/01/2004 A 47,957 07/18/2001(6) 04/18/2010 Common Stock 47,957 $0(3) 47,957 D
Stock Options (Right to buy) $51.44 04/01/2004 A 6,048 04/01/2004 11/02/2008 Common Stock 6,048 $0(3) 6,048 D
Stock Options (Right to buy) $52.4 04/01/2004 A 76 06/30/2001(5) 06/30/2010 Common Stock 76 $0(3) 76 D
Stock Options (Right to buy) $54.66 04/01/2004 A 558 04/01/2004 10/27/2005 Common Stock 558 $0(3) 558 D
Stock Options (Right to buy) $55.26 04/01/2004 A 5,700 04/01/2004 11/02/2008 Common Stock 5,700 $0(3) 5,700 D
Stock Options (Right to buy) $57.49 04/01/2004 A 5,753 04/01/2004 11/02/2008 Common Stock 5,753 $0(3) 5,753 D
Stock Options (Right to buy) $59.08 04/01/2004 A 17,984 07/16/2002(7) 01/16/2011 Common Stock 17,984 $0(3) 17,984 D
Stock Options (Right to buy) $59.5 04/01/2004 A 1,197 04/01/2004 10/27/2005 Common Stock 1,197 $0(3) 1,197 D
Explanation of Responses:
1. Shares received in exchange for shares of Class A and Class B Common Stock of Travelers Property Casualty Corp. ("Travelers") in connection with the merger between Travelers and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the merger, each share of Travelers Class A and Class B Common Stock was exchanged for .4334 of a share of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers") Common Stock, with cash paid for any fractional Travelers share. On April 1, 2004, the effective date of the merger, the closing price of St. Paul Common Stock was $40.77, and the closing prices of Travelers Class A and Class B Common Stock were $17.57 and $17.40 per share, respectively.
2. Includes 18,419 shares of restricted Common Stock.
3. Option received in the merger between Travelers and St. Paul in exchange for an option to purchase Travelers Class A Common Stock. In the merger, each outstanding option to purchase Travelers Common Stock was converted to an option to purchase shares of St. Paul Travelers Common Stock on substantially the same terms, except that the number of shares was adjusted by multiplying the number of Travelers option shares by .4334 (rounding down to the nearest whole number) and the option exercise price was adjusted by dividing the Travelers exercise price by .4334.
4. Option vests over seven years as follows: 50% after five years from the date of grant, and 25% and 25% after the sixth and seventh year after the date of grant. The date exercisable reported in the table is the first 50% vesting date.
5. Option vests over five years in 20% annual increments beginning one year after the date of grant. The date exercisable reported in the table is the first 20% vesting date.
6. Option vests over five years in 20% annual increments beginning fifteen months after the date of grant. The date exercisable reported in the table is the first 20% vesting date.
7. Option vests over five years in 20% annual increments beginning eighteen months after the date of grant. The date exercisable reported in the table is the first 20% vesting date.
Anthony M. Pepper, Attorney-in-Fact 04/05/2004
** 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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