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: CODY WILLIAM M (Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-10	Common	A	51981.894	—	Acquired	234955.997	Direct
2014-07-10	Common	F	25290	$24.67	Disposed	209665.997	Direct
2014-07-10	Common	D	14420	—	Disposed	195245.997	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-10	Deferred Comp Unit	$0	A	14420	Acquired		Common (14420)	Direct

Footnotes

F1: These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2011, including dividend equivalent units accrued since the grant date.

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

F3: 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.

F4: 1 for 1

F5: 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.

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