PROGRESSIVE CORP/OH/ — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-01	Common	M	6141.3	—	Acquired	8236.3	Direct
2015-01-01	Common	F	2235	$27.01	Disposed	6001.3	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Restricted Stock Unit	$	M	6141.3	Disposed		Common (6141.3)	Direct
2015-01-01	Deferred Comp Unit	$0	A	2798	Acquired		Common (2798)	Direct
2015-01-01	Restricted Stock Unit	$	D	2798	Disposed		Common (2798)	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, including dividend equivalent units on deferred awards. 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: Units vested on January 1, 2015.

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

F6: 1 for 1

F7: The reporting person elected to defer receipt of Common Shares upon the vesting of previously granted restricted stock unit awards. This Form 4 reports disposition of such restricted stock units in exchange for an equal number of units under the applicable deferred compensation plan.

F8: Units will not be exercisable prior to distribution and will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.