PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Apr 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-03-30

Reporting Person: CODY WILLIAM M (Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-30	Common	S	45000	$27.3357	Disposed	134453.163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-30	Deferred Comp Unit	$0	I	10198.096	Disposed		Common (10198.096)	Direct

Footnotes

F1: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $27.29 to $27.385, 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 ranges set forth in this Footnote 1.

F2: 1 for 1

F3: As permitted by the applicable deferral plan, the reporting person transferred a portion of the value of his deferred compensation units that were invested in the Progressive stock fund (phantom stock units) into an alternative investment vehicle within the deferral plan.

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