PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Jan 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-01-14

Reporting Person: Sieger Michael D (Claims Operations Leader)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-14	Common	M	1828	—	Acquired	40630.381	Direct
2015-01-14	Common	J	521	$26.2106	Disposed	40109.381	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-14	Deferred Comp Unit	$	I	2855.531	Disposed		Common (2855.531)	Direct
2015-01-14	Deferred Comp Unit	$	M	1828	Disposed		Common (1828)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1.59	Indirect

Footnotes

F1: Reflects Common Shares received by the reporting person as a result of a distribution from the applicable deferral plan.

F2: Shares withheld from distribution to satisfy tax withholding obligations.

F3: 1 for 1

F4: Reflects cash received by the reporting person as a result of a distribution from the applicable deferral plan.

F5: 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.

F6: Expiration Date is the same as the Date Exercisable.