PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Jul 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-07-17

Reporting Person: JARRETT CHARLES E (Vice Pres, Secretary & CLO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-04	Common	G	10998	—	Disposed	33181.323	Direct
2015-07-17	Common	A	32297.785	—	Acquired	65479.108	Direct
2015-07-17	Common	D	18820	—	Disposed	46659.108	Direct
2015-07-17	Common	F	15326	$30.76	Disposed	31333.108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-17	Deferred Comp Unit	$0	A	18820	Acquired		Common (18820)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	5227.575	Indirect

Footnotes

F1: These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2012, including dividend equivalents accrued since the grant date.

F2: The reporting person elected to defer receipt, upon the vesting thereof, of performance-based restricted shares granted in 2007. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of deferred compensation units under the applicable deferral plan.

F3: 1 for 1

F4: 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.

F5: Expiration Date is the same as the Date Exercisable.