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: Sauerland John P (Personal Lines Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-10	Common	A	77305.706	—	Acquired	328455.882	Direct
2014-07-10	Common	F	38153	$24.67	Disposed	290302.882	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10445.757	Indirect
Common	1200	Indirect
Common	5600	Indirect

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

F3: 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.