PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Jan 14, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-01-05

Reporting Person: Sieger Michael D (Claims Operations Leader)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	38802.381	Direct
Common	1.59	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Comp Unit	$		Common (21297.769)		Direct
Restricted Stock Unit	$		Common (22533.411)		Direct

Footnotes

F1: Includes 6,175 shares, in the aggregate, of restricted stock pursuant to awards granted in 2006 and 2007 which will vest if the applicable performance measures are achieved pior to the expiration date of the respective award.

F2: 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.

F3: Expiration Date is the same as the Date Exercisable.

F4: 1 for 1

F5: Represents time-based restricted stock units granted to the reporting person between 2011 and 2014. 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 and 2014, 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 - 7,925.37 units; 2017 - 5,057.06 units; 2018 - 2,376.327 units; 2019 - 1,211 units. In addition, 5,963.654 units are scheduled to vest on June 1, 2016, the reporting person's qualified retirement eligibility date.

F6: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.