ALLPF Allstate Corp. Prfd F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

2775 Sanders Road, Northbrook, Illinois  60062
(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: 333-224541

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.                         Description of Registrant’s Securities to be Registered.

The Allstate Corporation (the “Registrant”) hereby incorporates by reference herein (i) the description of the Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series I, par value $1.00 per share and liquidation preference $25,000 per share (the “Preferred Stock”), to be registered hereunder, set forth under the heading “Description of the Depositary Shares” and (ii) the description of its Preferred Stock set forth under the heading “Description of the Preferred Stock”, respectively, in the Registrant’s Prospectus Supplement, dated November 4, 2019, to the Prospectus dated April 30, 2018, constituting part of the Registration Statement on Form S-3 (File No. 333-224541) of the Registrant, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.  The Depositary Shares are expected to be listed on the New York Stock Exchange.

Item 2.                   Exhibits

3.1                               Restated Certificate of Incorporation dated May 23, 2012 of the Registrant (incorporated by reference to Exhibit 3(i) of the Registrant’s Form 8-K filed May 23, 2012).

3.2                               Amended and Restated Bylaws of the Registrant, as amended November 19, 2015 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed November 19, 2015).

3.3                               Certificate of Designations with respect to Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed November 8, 2019).

4.1                               Deposit Agreement, dated as of November 8, 2019, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed November 8, 2019).

4.2          Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.3 above).

4.3          Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above).

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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