SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Prindiville Mark Q

(Last) (First) (Middle)
C/O THE ALLSTATE CORPORATION
2775 SANDERS RD.

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2020
3. Issuer Name and Ticker or Trading Symbol
ALLSTATE CORP [ ALL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
EVP & Chief Risk Officer - AIC
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,177 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 02/12/2017 02/12/2023 Common Stock 5,511 45.61 D
Employee Stock Option (Right to Buy) 02/18/2017 02/18/2024 Common Stock 4,016 52.18 D
Employee Stock Option (Right to Buy) 02/18/2018 02/18/2025 Common Stock 6,935 70.71 D
Employee Stock Option (Right to Buy) 02/11/2019 02/11/2026 Common Stock 7,383 62.32 D
Employee Stock Option (Right to Buy) 09/06/2019 09/06/2026 Common Stock 1,550 69.31 D
Employee Stock Option (Right to Buy) 02/09/2020 02/09/2027 Common Stock 9,662 78.35 D
Employee Stock Option (Right to Buy) (1) 02/22/2028 Common Stock 8,847 92.8 D
Employee Stock Option (Right to Buy) (2) 02/08/2029 Common Stock 10,109 92.46 D
Employee Stock Option (Right to Buy) (3) 10/03/2029 Common Stock 1,391 105.65 D
Employee Stock Option (Right to Buy) (4) 02/19/2030 Common Stock 5,260 124.26 D
Restricted Stock Units (5) 10/03/2022 Common Stock 210 0 D
Restricted Stock Units (6) 02/19/2023 Common Stock 1,162 0 D
Explanation of Responses:
1. Stock option award granted on February 22, 2018, for 8,847 shares of common stock vesting in three equal increments. The first and second increments vested on February 22, 2019, and February 22, 2020. The remaining increment will vest on February 22, 2021.
2. Stock option award granted on February 8, 2019, for 10,109 shares of common stock vesting in three equal increments. The first increment vested on February 8, 2020. The remaining two increments will vest on February 8, 2021, and February 8, 2022.
3. Stock option award granted on October 3, 2019, for 1,391 shares of common stock vesting in three equal increments, with any fractional shares to be rounded as provided for in award agreement, on October 3, 2020, October 3, 2021, and October 3, 2022.
4. Stock option award granted on February 19, 2020, for 5,260 shares of common stock vesting in three equal increments, with any fractional shares to be rounded as provided for in award agreement, on February 19, 2021, February 19, 2022, and February 19, 2023.
5. Award of Restricted Stock Units (RSUs) granted on October 3, 2019, under The Allstate Corporation 2019 Equity Incentive Plan. Each RSU represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the conversion date, which is October 3, 2022.
6. Award of Restricted Stock Units (RSUs) granted on February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan. Each RSU represents the right to receive, without payment of any consideration, one share of Allstate common stock on the conversion date, with any fractional RSU to be rounded as provided for in award agreement. The RSUs will convert in three equal increments on February 19, 2021, February 19, 2022, and February 19, 2023.
/s/ Efie Vainikos, attorney-in-fact for Mr. Prindiville 05/14/2020
** 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 5 (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).
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


      KNOW BY ALL THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Daniel G. Gordon, Sherie Lecaj,
Iman Naim, and Efie Vainikos, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)	prepare, execute in the undersigned's name and on the
	undersigned's behalf, and submit to the U.S. Securities
	and Exchange Commission (the "SEC") a Form ID, including
	amendments thereto, and any other documents necessary or
	appropriate to obtain codes and passwords enabling the
	undersigned to make electronic filings with the SEC of
	reports required by Section 16(a) of the Securities
	Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the
	undersigned's capacity as an officer and/or director of
	The Allstate Corporation (the "Company"), Forms 3, 4, and 5
	in accordance with Section 16(a) of the Securities Exchange
	Act of 1934 and the rules thereunder; and any other forms
	or reports the undersigned may be required to file in
	connection with the undersigned's ownership, acquisition,
	or disposition of securities of the Company;

(3)	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 Form 3, 4, or 5, or other form or
	report, and timely file such form or report with the SEC
	and any stock exchange or similar authority; and

(4)	take any other 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 such
	attorney-in-fact's 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, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  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 Securities Exchange Act of 1934.

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

      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30th day of April, 2020.





				_/s/ Mark Q. Prindiville__________

				__Mark Q. Prindiville_____________
				Print Name