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PROGRESSIVE CORP/OH/ Director's Dealing 2015

Feb 3, 2015

29822_dirs_2015-02-03_3ea635e2-7ddf-4ca0-b4fb-5f82abf730e5.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: 2015-02-01

Reporting Person: KING THOMAS A (Vice President & Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-01 Common M 7032.002 Acquired 13033.302 Direct
2015-02-01 Common F 2311 $25.55 Disposed 10722.302 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-01 Restricted Stock Unit $ M 7032.002 Disposed Common (7032.002) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 20887.106 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: Delivery of shares to pay taxes upon vesting of restricted stock units.

F3: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F4: Vested as of February 1, 2015.

F5: Expiration Date is the same as the Date Exercisable.