PROGRESSIVE CORP/OH/ — Director's Dealing 2018

Jan 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2018-01-15

Reporting Person: RENWICK GLENN M (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-16	Common	F	150425	$55.5643	Disposed	1673002.3922	Direct
2018-01-16	Common	M	406554	—	Acquired	1823427.3922	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-15	Deferred Comp Unit	$0	I	54280.1	Disposed		Common (54280.1)	Direct
2018-01-16	Deferred Comp Unit	$0	M	406554	Disposed		Common (406554)	Direct

Footnotes

F1: Shares withheld from distribution to satisfy tax withholding obligations.

F2: Reflects Common Shares received by the reporting person as a result of a distribution from the applicable deferral plan.

F3: 1 for 1

F4: Reflects cash received by the reporting person as a result of a distribution from the applicable deferral plan.

F5: Deferred compensation units relating to bonuses and restricted stock awards made prior to March 2005, and dividend equivalents related to deferred account balances, will be paid out in cash at the time elected by the reporting person subject to the payment provisions of the applicable deferral plan. Deferred compensation units relating to restricted stock and restricted stock unit awards made on or after March 2005 will be paid out in shares of Common Shares at the time elected by the reporting person subject to the payment provisions of the applicable deferral plan.

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