PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Apr 2, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-04-01

Reporting Person: Callahan Patrick K (Personal Lines President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4006	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Comp Unit	$		Common (12711.471)		Direct
Restricted Stock Unit	$		Common (22377.473)		Direct

Footnotes

F1: Deferred compensation units relating to bonuses and restricted stock awards made prior to March 2005, and dividend equivalents related to deferred account balances, will be paid out in cash at the time elected by the reporting person subject to the payment provisions of the applicable deferral plan. Deferred compensation units relating to restricted stock and restricted stock unit awards made on or after March 2005 will be paid out in shares of Common Shares at the time elected by the reporting person subject to the payment provisions of the applicable deferral plan.

F2: Expiration Date is the same as the Date Exercisable.

F3: 1 for 1

F4: Represents time-based restricted stock unit awards granted to the reporting person between 2011 and the end of March 2015. Subject to the terms of the plan and award agreements, each award vests in three equal installments on the third, fourth and fifth January 1st following the date of grant or, with respect to the grants made in 2013-2015, on an earlier date that the reporting person achieves qualified retirement eligibility as defined in the plan. The following number of units are scheduled to vest on January 1st of each of the following years: 2016 - 5,842.826 units; 2017 - 5,756.100 units; 2018 - 5,432.143 units; 2019 - 3,650.404 units 2020 - 1696.

F5: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.