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)
03/22/2024

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	03/22/2024		G		126,548	D	$0	0⁽¹⁾⁽²⁾⁽³⁾	I	By 2021-C GRAT
Common Stock	03/22/2024		G		126,548	A	$0	230,932⁽³⁾	I	By 2020-B GRAT Remainder Trust
Common Stock								209,730.483⁽²⁾	D
Common Stock								108,343	I	By 2022-B GRAT
Common Stock								181,264	I	By 2023-B GRAT
Common Stock								7,433	I	By 401(k) Plan
Common Stock								189,016	I	By TJW Options LLC 2014 Series
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)	$92.46	03/22/2024		G			45,218.254	02/08/2022	02/08/2029	Common Stock	45,218.254	$0	44,696.746	I	By TJW Options LLC 2019 Series First Third⁽⁴⁾
Employee Stock Option (Right to Buy)	$92.46	03/22/2024		G		45,218.254		02/08/2022	02/08/2029	Common Stock	45,218.254	$0	89,915	I	By TJW Options LLC 2019 Series First Third⁽⁴⁾
Employee Stock Option (Right to Buy)	$92.46							02/08/2022	02/08/2029	Common Stock	89,915		89,915	I	By TJW Options LLC 2019 Series Middle Third
Employee Stock Option (Right to Buy)	$92.46							02/08/2022	02/08/2029	Common Stock	89,916		89,916	I	By TJW Options LLC 2019 Series Last Third
Employee Stock Option (Right to Buy)	$92.46							02/08/2022	02/08/2029	Common Stock	0		0	D

Explanation of Responses:

1. Reflects transfer of 161,708 shares formerly held by TJW Options LLC 2012 Series to the Thomas J. Wilson 2021-C GRAT Trust on March 22, 2024.

2. Reflects distribution and transfer of 155,455 shares formerly held by the Thomas J. Wilson 2021-C GRAT Trust to direct ownership on March 22, 2024.

3. Reflects transfer of 126,548 shares formerly held by the Thomas J. Wilson 2021-C GRAT Trust to the Thomas J. Wilson 2020-B GRAT Remainder Trust on March 22, 2024.

4. On March 22, 2024, the Thomas J. Wilson 2021-C GRAT Trust assigned 50.29% of the membership interests in TJW Options LLC 2019 Series First Third to the Thomas J. Wilson 2020-B GRAT Remainder Trust.

	/s/ Thomas J. Wilson	03/26/2024
	** 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).
** 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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