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Director's Dealing 2015

Jul 21, 2015

29822_dirs_2015-07-21_fd1de7db-4606-4fa4-9185-6ed8bbe8073e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Sauerland John P (VP and Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-17	Common	A	49571.376	—	Acquired	352750.607	Direct
2015-07-17	Common	F	30756	$30.76	Disposed	321994.607	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10710.5849	Indirect
Common	1200	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.