PROGRESSIVE CORP/OH/ — Director's Dealing 2014

Jun 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-06-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-20	Common	I	129509.25	$25.96	Disposed	0	Indirect
2014-06-20	Common	S	638461	$25.85	Disposed	1434091.839	Direct
2014-06-23	Common	S	104698	$25.73	Disposed	1329393.839	Direct

Footnotes

F1: As permitted by the 401(k) plan, the reporting person transferred the value of his investment in the company stock fund to alternative investment funds offered under the plan.

F2: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $25.69 to $26.01, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $25.60 to $25.78, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.