Edgar Filing: UNITRIN INC

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SOUTHWELL DONALD GENE

2. Issuer Name and Ticker or Trading Symbol
UNITRIN INC [UTR]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, COO

(Last)

(First)

(Middle)

ONE EAST WACKER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

(Street)

CHICAGO, IL 60601

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	06/01/2005		M		1,208	A	$ 45.83	93,924	D
Common Stock	06/01/2005		M		295	A	$ 45.83	94,219	D
Common Stock	06/01/2005		M		40	A	$ 46.32	94,259	D
Common Stock	06/01/2005		M		674	A	$ 46.32	94,933	D
Common Stock	06/01/2005		M		237	A	$ 46.32	95,170	D
Common Stock	06/01/2005		M		491	A	$ 46.32	95,661	D
Common Stock	06/01/2005		M		79	A	$ 46.32	95,740	D
Common Stock	06/01/2005		M		1,357	A	$ 39.45	97,097	D
Common Stock	06/01/2005		F		4,056	D	$ 50	93,041	D
Common Stock	06/02/2005		G	V	3,000	D	⁽¹⁾	90,041	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

Employee Stock Options ⁽²⁾

$ 45.83

06/01/2005

1,208

05/05/2005

05/01/2006

Common Stock

1,208

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

1,146

12/01/2005

05/01/2006

Common Stock

1,146

$ 0

1,146 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.83

06/01/2005

295

05/05/2005

05/01/2006

Common Stock

295

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

279

12/01/2005

05/01/2006

Common Stock

279

$ 0

279 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 46.32

06/01/2005

05/09/2005

05/01/2006

Common Stock

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

12/01/2005

05/01/2006

Common Stock

$ 0

38 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 46.32

06/01/2005

674

05/09/2005

05/01/2006

Common Stock

674

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

643

12/01/2005

05/01/2006

Common Stock

643

$ 0

643 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 46.32

06/01/2005

237

05/09/2005

05/01/2006

Common Stock

237

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

225

12/01/2005

05/01/2006

Common Stock

225

$ 0

225 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 46.32

06/01/2005

491

05/09/2005

05/01/2006

Common Stock

491

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

468

12/01/2005

05/01/2006

Common Stock

468

$ 0

468 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 46.32

06/01/2005

05/09/2005

05/01/2006

Common Stock

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

12/01/2005

05/01/2006

Common Stock

$ 0

75 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 39.45

06/01/2005

1,357

11/03/2004

05/05/2009

Common Stock

1,357

$ 0

10,593 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 50

06/01/2005

1,182

12/01/2005

05/05/2009

Common Stock

1,182

$ 0

1,182 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOUTHWELL DONALD GENE ONE EAST WACKER DRIVE CHICAGO, IL 60601	X		President, COO

Signatures

Donald G. Southwell		06/03/2005
^**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)	Transaction reported was a gift for which reporting person received no consideration.
(2)	Rights to buy.
(3)	Reporting person holds a total of 412,946 options under the Unitrin, Inc. 1990, 1997 and 2002 Stock Option Plans.

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.