PROGRESSIVE CORP/OH/ — Director's Dealing 2014

Apr 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-04-17

Reporting Person: FITT LAWTON W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-17	Common	D	9164	—	Disposed	9389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-17	Phantom Stock Unit (rest. Stock)	$0	A	9164	Acquired		Common (9164)	Direct

Footnotes

F1: The reporting person elected to defer receipt of previously granted restricted common shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.

F2: 1 for 1.

F3: These units will be paid out in an equal number of Common Shares at the time elected by the reporting person, subject to the vesting provisions of the plan.