PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2013-01-02

Reporting Person: Sauerland John P (Personal Lines Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common	M	8848.804	—	Acquired	222626.804	Direct
2013-01-02	Common	F	3155.	$21.53	Disposed	219471.804	Direct
2013-01-02	Common	F	6438.	$20.90	Disposed	213033.804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Restricted Stock Unit	$	M	8848.804	Disposed		Common (8848.804)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9693.164	Indirect
Common	1200.	Indirect
Common	5600.	Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

F2: Delivery of shares to pay taxes upon vesting of restricted stock units.

F3: Delivery of shares to pay taxes upon vesting of restricted shares.

F4: The Reporting Person is trustee of a family trust, certain beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein (including the pecuniary interest of such immediate family members), and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F5: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F6: Expiration Date is the same as the Date Exercisable.