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: Griffith Susan Patricia (Claims Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common	G	86103.39	—	Acquired	86103.39	Indirect
2014-04-15	Common	G	86103.39	—	Disposed	154894.786	Direct
2014-07-10	Common	A	77305.706	—	Acquired	232200.492	Direct
2014-07-10	Common	F	42394	$24.67	Disposed	189806.492	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12123.418	Indirect
Common	15116.656	Indirect

Footnotes

F1: Held in a trust for the benefit of reporting person's spouse.

F2: 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.

F3: Delivery of shares to satisfy tax withholding obligations upon vesting of restricted stock units described above and performance-based restricted shares granted in 2005.