PROGRESSIVE CORP/OH/ — Director's Dealing 2018

Mar 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2018-03-01

Reporting Person: Mascaro Daniel P (Vice Pres, Secretary and CLO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common	M	9420.57	—	Acquired	33792.613	Direct
2018-03-01	Common	F	4051	$57.94	Disposed	29741.613	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-01	Restricted Stock Unit	$	M	9420.57	Disposed		Common (9420.57)	Direct

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 March 1, 2018.

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