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)
05/07/2006

(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	05/07/2006		M		5,218	A	$ 43.1	104,817	D
Common Stock	05/07/2006		M		18,420	A	$ 43.85	123,237	D
Common Stock	05/07/2006		M		35,000	A	$ 44.37	158,237	D
Common Stock	05/07/2006		M		3,576	A	$ 44.5	161,813	D
Common Stock	05/07/2006		F		58,258 ⁽¹⁾	D	$ 48.5	103,555	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⁾

$ 43.1

05/07/2006

5,218

08/01/2005

02/01/2015

Common Stock

5,218

$ 0

52,500 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 48.5

05/07/2006

4,808

11/07/2006

02/01/2015

Common Stock

4,808

$ 0

4,808 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 43.85

05/07/2006

426

08/05/2004

05/03/2010

Common Stock

426

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 48.5

05/07/2006

397

11/07/2006

05/03/2010

Common Stock

397

$ 0

397 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 43.85

05/07/2006

5,822

08/05/2004

05/03/2010

Common Stock

5,822

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 48.5

05/07/2006

5,427

11/07/2006

05/03/2010

Common Stock

5,427

$ 0

5,427 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 43.85

05/07/2006

12,172

08/05/2004

02/05/2013

Common Stock

12,172

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 48.5

05/07/2006

11,347

11/07/2006

02/05/2013

Common Stock

11,347

$ 0

11,347 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 44.37

05/07/2006

35,000

08/03/2005

02/03/2014

Common Stock

35,000

$ 0

35,000 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 48.5

05/07/2006

32,896

11/07/2006

02/03/2014

Common Stock

32,896

$ 0

32,896 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 44.5

05/07/2006

3,576

08/05/2005

05/02/2011

Common Stock

3,576

$ 0

28,270 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 48.5

05/07/2006

3,383

11/07/2006

05/02/2011

Common Stock

3,383

$ 0

3,383 ⁽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

Scott Renwick, Attorney-in-Fact		05/09/2006
^**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)	Rights to buy.
(3)	Following the last transaction reported in this table, the reporting person holds a total of 458,063 options under the Unitrin, Inc. employee 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.