PROGRESSIVE CORP/OH/ — Director's Dealing 2015

May 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-05-07

Reporting Person: Snyder Barbara R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-07	Common	D	4880	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-07	Phantom Stock Unit (rest. Stock)	$0	A	4880	Acquired		Common (4880)	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.

F4: Expiration Date is the same as the Date Exercisable.