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PROGRESSIVE CORP/OH/ Director's Dealing 2015

May 5, 2015

29822_dirs_2015-05-05_e6b8b75f-2ce9-4472-bbd2-21233ec2398a.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: 2015-05-01

Reporting Person: Barbagallo John A (Commercial Lines Grp President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-01 Common M 8173.5 Acquired 154106.323 Direct
2015-05-01 Common F 2685 $26.81 Disposed 151421.323 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-01 Restricted Stock Unit $ M 8173.5 Disposed Common (8173.5) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 18003.1151 Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards as a result of the reporting person having satisfied the eligibility requirements for a qualified retirement as defined in the applicable plan. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

F2: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F3: Vested as of May 1, 2015.

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