PROGRESSIVE CORP/OH/ — Director's Dealing 2014

Jul 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-07-10

Reporting Person: RENWICK GLENN M (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-10	Common	A	108626.324	—	Acquired	1438020.163	Direct
2014-07-10	Common	D	166280	—	Disposed	1271740.163	Direct
2014-07-10	Common	F	50872	$24.67	Disposed	1220868.163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-10	Deferred Comp Unit	$0	A	890670.92	Acquired		Common (890670.92)	Direct

Footnotes

F1: These common shares were acquired upon the vesting of dividend equivalent units related to the performance-based restricted stock unit award granted in 2011. These dividend equivalent units are not eligible for deferral under any applicable plan.

F2: The reporting person elected to defer receipt, upon the vesting thereof, of performance-based restricted common shares granted in 2005. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferral plan.

F3: Delivery of shares to pay taxes upon delivery of Common Shares related to dividend equivalent units as described in footnote 1.

F4: 1 for 1

F5: In addition to the deferral described in footnote 2, the reporting person elected to defer receipt of common shares issuable upon the vesting of performance-based restricted stock units awarded in 2011 (724,390.920 units).

F6: Units will not be exercisable prior to distribution and will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.

F7: Expiration Date is the same as the Date Exercisable.