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PROGRESSIVE CORP/OH/ Director's Dealing 2017

May 2, 2017

29822_dirs_2017-05-02_e4e3d66d-0b99-42d5-9327-fc49ce586370.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: 2017-05-01

Reporting Person: Sieger Michael D (Claims President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-01 Common M 4600 Acquired 58532.771 Direct
2017-05-01 Common F 1466 $39.74 Disposed 57066.771 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-01 Restricted Stock Unit $ M 4600 Disposed Common (4600) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 1.706 Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards as a result of the reporting person having satisfied the eligibility requirements for a qualified retirement as defined in the applicable plan or award agreement. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

F2: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F3: Vested as of May 1, 2017.

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