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: Sauerland John P (Personal Lines Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-01	Common	M	24895.349	—	Acquired	315198.231	Direct
2015-01-01	Common	F	12019	$27.01	Disposed	303179.231	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Restricted Stock Unit	$	M	24895.349	Disposed		Common (24895.349)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	10445.757	Indirect
Common	1200	Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit 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.