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PROGRESSIVE CORP/OH/ Director's Dealing 2014

Sep 3, 2014

29822_dirs_2014-09-03_ae49a497-cdbf-4c84-b113-b7b628dfce54.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-09-01

Reporting Person: Barbagallo John A (Commercial Lines Grp President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-09-01 Common M 17789.209 Acquired 142988.979 Direct
2014-09-01 Common F 8442 $25.30 Disposed 134546.979 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-09-01 Restricted Stock Unit $ M 17789.209 Disposed Common (17789.209) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 16825.343 Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards as a result of the reporting person having satisfied the eligibility requirements for a qualified retirement as defined in the applicable plan. 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: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F4: Vested as September 1, 2014.

F5: Expiration Date is the same as the Date Exercisable.