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PROGRESSIVE CORP/OH/ Director's Dealing 2015

Jan 5, 2015

29822_dirs_2015-01-05_59aeac6f-c2a8-42ec-b994-9e8cfe4ecf3d.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: 2015-01-01

Reporting Person: Griffith Susan Patricia (Claims Group President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-01 Common M 24895.349 Acquired 214701.841 Direct
2015-01-01 Common F 8135 $27.01 Disposed 206566.841 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 12123.418 Indirect
Common 15116.656 Indirect
Common 86103.39 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: Held in a trust for the benefit of reporting person's spouse.

F4: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F5: Units vested January 1, 2015.

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