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: VOELKER RAYMOND M (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-17	Common	A	29292.371	—	Acquired	57892.767	Direct
2015-07-17	Common	F	21813	$30.76	Disposed	36079.767	Direct
2015-07-20	Common	S	13000	$31.224	Disposed	23079.767	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	13608.749	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: Delivery of shares to satisfy tax withholding obligation upon vesting of restricted stock units described above and performance-based restricted shares granted in 2007.

F3: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $31.22 to $31.225, 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 3.