PROGRESSIVE CORP/OH/ — Director's Dealing 2017

Oct 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2017-10-18

Reporting Person: BASCH JEFFREY W (Vice Pres & Chief Acct Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-18	Common	S	9000	$48.23	Disposed	70964.933	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-18	Deferred Comp Unit	$0	I	9000	Disposed		Common (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	3641.015	Indirect

Footnotes

F1: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $48.08 to $48.31, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: 1 for 1

F3: As permitted by the applicable deferral plan, the reporting person transferred a portion of the value of his deferred compensation units that were invested in the Progressive stock fund (phantom stock units) into an alternative investment vehicle within the deferral plan.

F4: Expiration Date is the same as the Date Exercisable.