Edgar Filing: Weber Scott L

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Weber Scott L

2. Issuer Name and Ticker or Trading Symbol
CNA FINANCIAL CORP [CNA]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & General Counsel

(Last)

(First)

(Middle)

333 S. WABASH AVE

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2018

(Street)

CHICAGO, IL 60604

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	03/15/2018		A		6,031 ⁽¹⁾ ⁽²⁾	A	$ 0 ⁽³⁾	8,413	D
Common Stock	03/15/2018		F⁽⁴⁾		187	D	$ 52.29	8,226	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Weber Scott L 333 S. WABASH AVE CHICAGO, IL 60604			EVP & General Counsel

Signatures

Stathy Darcy by Power of Attorney for Scott Louis Weber		03/16/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Company's Incentive Compensation Plan (as amended as of January 1, 2010 and April 27, 2016) provides for the issuance of CNA Financial Corporation's common stock under the Long-Term Incentive Plan based upon achievement of predetermined financial goals over a three year period. For 2015-2017 performance period, Mr. Weber was awarded 380 shares of CNA Financial Corporation's common stock.
(2)	The Company's Incentive Compensation Plan (as amended as of January 1, 2010 and April 27, 2016) provides for the issuance of CNA Financial Corporation's common stock under the Performance Share Plan (PSP) awards based upon achievement of predetermined financial goals for the 2017 performance cycle. 5,651 PSP shares were achieved and will cliff vest on March 15, 2020. No performance share unit shall vest on such vesting date unless the reporting person has been continuously employed by CNA Financial Corporation from the grant date until such vesting date except as otherwise specified in award terms and employment agreement, if any.
(3)	The Reporting Person received the CNAF shares at no cost.
(4)	The Company's Incentive Compensation Plan (as amended as of January 1, 2010 and April 27, 2016) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.