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 ^*

DRAUT ERIC JOHN

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)
Executive Vice President & CFO

(Last)

(First)

(Middle)

ONE EAST WACKER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2006

(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	11/13/2006		M		4,939	A	$ 44.45	105,909 ⁽²⁾	D
Common Stock	11/13/2006		M		8,588	A	$ 44.45	114,497 ⁽²⁾	D
Common Stock	11/13/2006		M		20,900	A	$ 44.37	135,397 ⁽²⁾	D
Common Stock	11/13/2006		M		1,196	A	$ 45.33	136,593 ⁽²⁾	D
Common Stock	11/13/2006		M		644	A	$ 45.83	137,237 ⁽²⁾	D
Common Stock	11/13/2006		M		8,506	A	$ 45.83	145,743 ⁽²⁾	D
Common Stock	11/13/2006		F		42,829 ⁽¹⁾	D	$ 48.16	102,914 ⁽²⁾	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 ⁽³⁾

$ 44.45

11/13/2006

4,939

08/11/2004

05/05/2009

Common Stock

4,939

$ 0

0 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 48.16

11/13/2006

4,708

05/13/2007

05/05/2009

Common Stock

4,708

$ 0

4,708 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 44.45

11/13/2006

8,588

08/11/2004

02/05/2013

Common Stock

8,588

$ 0

0 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 48.16

11/13/2006

8,186

05/13/2007

02/05/2013

Common Stock

8,186

$ 0

8,186 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 44.37

11/13/2006

20,900

08/03/2006

02/03/2014

Common Stock

20,900

$ 0

12,500 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 48.16

11/13/2006

19,903

05/13/2007

02/03/2014

Common Stock

19,903

$ 0

19,903 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 45.33

11/13/2006

1,196

08/08/2005

05/14/2007

Common Stock

1,196

$ 0

0 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 48.16

11/13/2006

1,152

05/13/2007

05/14/2007

Common Stock

1,152

$ 0

1,152 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 45.83

11/13/2006

644

05/06/2005

05/14/2007

Common Stock

644

$ 0

0 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 48.16

11/13/2006

624

05/13/2007

05/14/2007

Common Stock

624

$ 0

624 ⁽⁴⁾

Employee Stock Options ⁽³⁾

$ 45.83

11/13/2006

8,506

05/06/2005

05/13/2008

Common Stock

8,506

$ 0

7,836 ⁽⁴⁾

Employee Stock Options

$ 48.16

11/13/2006

8,256

05/13/2007

05/13/2008

Common Stock

8,256

$ 0

8,256 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DRAUT ERIC JOHN ONE EAST WACKER DRIVE CHICAGO, IL 60601	X		Executive Vice President & CFO

Signatures

Eric J. Draut		11/14/2006
^**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)	This reflects shares withheld or surrendered, either actually or constructively, to the Issuer in payment of the exercise price and/or taxes due in connection with the exercise of options disclosed in Table II.
(2)	Included in the total are 20,000 shares of restricted stock subject to forfeiture and other restrictions until vesting on 9/1/2010.
(3)	Rights to buy.
(4)	Following the last transaction reported in this table, the reporting person holds a total of 377,079 options under Unitrin, Inc. stock option plans.

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