PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Jun 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-06-23

Reporting Person: Griffith Susan Patricia (VP and Personal Lines COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-23	Common	S	19023	$28.314	Disposed	67080.39	Indirect
2015-06-23	Common	S	20396	$28.314	Disposed	186170.841	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	12430.779	Indirect
Common	15499.9051	Indirect

Footnotes

F1: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $28.3115 to $28.315, 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 1.

F2: Held in a trust for the benefit of reporting person's spouse.

F3: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $28.3101 to $28.315, 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 1.