SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WILSON THOMAS J

(Last)

(First)

(Middle)

C/O THE ALLSTATE CORPORATION

3100 SANDERS ROAD

(Street)

NORTHBROOK

60062-7154

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2024		A		19,050⁽¹⁾	A	$0	61,789.483	D
Common Stock	02/18/2024		F		7,514⁽²⁾	D	$161.78	54,275.483⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Common Stock								120,295	I	By 2021-C GRAT
Common Stock								0⁽³⁾	I	By 2022-A GRAT
Common Stock								108,343⁽⁴⁾	I	By 2022-B GRAT
Common Stock								181,264⁽⁶⁾	I	By 2023-B GRAT
Common Stock								7,393	I	By 401(k) Plan
Common Stock								161,708	I	By TJW Options LLC 2012 Series
Common Stock								189,016	I	By TJW Options LLC 2014 Series
Common Stock								104,384	I	By 2020-B GRAT Remainder Trust
Common Stock								257,535	I	Remainder GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$124.26							02/19/2023	02/19/2030	Common Stock	80,237⁽⁷⁾		80,237	I	By TJW Options LLC 2020 Series Last Third
Employee Stock Option (Right to Buy)	$105.08							02/18/2024	02/18/2031	Common Stock	92,402⁽⁸⁾		92,402	D
Employee Stock Option (Right to Buy)	$105.08							02/18/2024	02/18/2031	Common Stock	92,402⁽⁸⁾		92,402	I	By TJW Options LLC 2021 Series Middle Third
Employee Stock Option (Right to Buy)	$122.64							⁽⁹⁾	02/17/2032	Common Stock	136,432⁽¹⁰⁾		136,432	D
Employee Stock Option (Right to Buy)	$122.64							⁽⁹⁾	02/17/2032	Common Stock	68,215⁽¹⁰⁾		68,215	I	By TJW Options LLC 2022 Series First Third

Explanation of Responses:

1. Shares acquired upon conversion of 2021 performance stock award, pursuant to The Allstate Corporation 2019 Equity Incentive Plan.

2. Shares withheld to satisfy tax withholding obligations incident to the conversion of performance stock award.

3. Reflects distribution and transfer of 35,425 shares formerly held by the Thomas J. Wilson 2022-A GRAT Trust to direct ownership on November 30, 2023.

4. Reflects distribution and transfer of 108,000 shares formerly held by the Thomas J. Wilson 2022-B GRAT Trust to direct ownership on November 30, 2023.

5. Balance also reflects 20.606 shares acquired during the period of October 5, 2023 through January 2, 2024, through the Shareowner Service Plus Plan, which reinvests dividends paid on The Allstate Corporation common shares.

6. Reflects reporting person's contribution of 181,264 shares on November 30, 2023, to the Thomas J. Wilson 2023-B GRAT Trust.

7. Reflects transfer of 80,237 vested employee options to TJW Options LLC 2020 Series Last Third on December 15, 2023, formerly held directly by the reporting person.

8. Reflects transfer of 92,402 vested employee options to TJW Options LLC 2021 Series Middle Third on December 15, 2023, formerly held directly by the reporting person. 92,402 unvested employee options remain directly held.

9. Stock option award granted on February 17, 2022, for 204,647 shares of common stock vesting in three equal increments. The remaining increment will vest on February 17, 2025.

10. Reflects transfer of 68,215 vested employee options to TJW Options LLC 2022 Series First Third on December 15, 2023, formerly held directly by the reporting person. 136,432 unvested employee options remain directly held.

Remarks:

Table II of this Form 4 is being provided to disclose updated information with respect to vested employee options that are now held indirectly instead of directly.

	/s/ Thomas J. Wilson	02/21/2024
	** 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).
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